8-K

 

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 25, 2007

MOTIENT CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	0-23044	93-0976127
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12010 Sunset Hills Road, Suite 600 Reston, VA	20190
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 703-483-7800

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))

Item 7.01.Regulation FD Disclosure

On May 25, 2007, TerreStar Networks Inc. (“TerreStar”), a majority-owned subsidiary of Motient Corporation (“Motient”), issued a press release, a copy of which is attached hereto as Exhibit 99.1. This item is furnished, not filed, pursuant to Regulation FD.

Item 8.01.Other Events

On May 25, 2007, TerreStar received a letter from Space Systems/Loral (“Loral”) relating to the contract between TerreStar and Loral for the construction and delivery of the TerreStar-1 satellite. A copy of this letter is attached hereto as Exhibit 99.2.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of TerreStar Networks Inc. dated May 25, 2007.

99.2 Letter dated May 25, 2007 from Space Systems/Loral to TerreStar Networks Inc.

-2-

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.

MOTIENT CORPORATION
By:	/s/ Jeffrey Epstein
	Jeffrey Epstein
	General Counsel and Secretary

 Date: May 25, 2007

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

TerreStar Notified of New Satellite Delivery Date

No Expected Impact to In-Service Schedule

Reston, VA - May 25, 2007 – TerreStar Networks Inc. (TerreStar), a majority owned subsidiary of Motient Corporation (MNCP), today announced that they have been notified by Space Systems/Loral (SS/L) that delivery of its satellite, TerreStar-1, is expected to be August 2008. This new delivery schedule helps ensure that SS/L delivers the premium quality satellite necessary to set the standard for industry performance. TerreStar remains on schedule to meet its operational milestone of November 2008.

“We believe SS/L’s new schedule is prudent given the 15 year life expectancy of the satellite and our requirement for stringent quality,” Dennis Matheson, CTO of TerreStar said. “We believe this new schedule will help provide TerreStar with the unprecedented scope and scale in satellite services key to TerreStar’s unique seamless integrated mobile communication network.” Component delivery issues beyond TerreStar’s control involving S-band Low Noise Amplifiers, Oscillators and the S-band Feed Array impacted the delivery date of TerreStar-1.

Arianespace, the commercial launch service chosen by TerreStar to launch TerreStar-1, has been notified of the new delivery date and has moved TerreStar’s launch period according to TerreStar’s “launch on demand” contract. Arianespace’s updated launch window will allow TerreStar to launch in September 2008.

“When events such as this occur, we believe a measured approach is in the best interest of TerreStar’s customers and shareholders, while ensuring the satellite is of the highest quality and meets the requirements of our business plan. Our ability to remain on schedule for in-service operations validates TerreStar’s strategy of ‘de-risking’ our business roll-out,” said Robert H. Brumley, President and CEO of TerreStar. “Our team was able to incorporate solutions into our internal schedule and can bring online North America’s first integrated mobile satellite and terrestrial communications network on time.”

Final authorization of the updated launch date milestone is subject to FCC approval.

About TerreStar Networks Inc.

TerreStar (www.terrestar.com), a subsidiary of Motient Corporation, plans to build, own and operate North America’s first 4G integrated mobile satellite and terrestrial communications network that will provide universal access and tailored applications throughout North America over conventional wireless devices. TerreStar expects to be the first to offer customer-designed products and applications over a fully optimized 4G IP network.

About Motient Corporation

Motient is the controlling shareholder of TerreStar Networks Inc. and TerreStar Global Ltd., and a shareholder of SkyTerra Communications and Mobile Satellite Ventures LP. For additional information on Motient, please visit the company’s website at www.motient.com.

Statement under the Private Securities Litigation Reform Act

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the strategy of Motient, its plans, and the transactions described in this press release. From time to time, our public filings, press releases and other communications will contain
forward-looking statements. Forward-looking information is often, but not always identified by the use of words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “forecast”, “target”, “project”, “may”, “will”, “should”, “could”, “estimate”, “predict” or similar words suggesting future outcomes or language suggesting an outlook Refer to “Part I, Item 1A – Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2006, for further discussion regarding our exposure to risks. Readers are cautioned not to place undue reliance upon these forward looking statements, which speak only as of the date hereof, and we undertake no obligation to update these forward looking statements to reflect subsequent events or circumstances. For more information:

TerreStar Investor Relations

Jason Tomasino

TerreStar Networks Inc.

703.483.7993

jason.tomasino@terrestar.com

TerreStar Media Relations

Andrew Krejci

TerreStar Networks Inc.

703.483.7856

andrew.krejci@terrestar.com

EX-99.2

EXHIBIT 99.2

S

3825 Fabian Way		M/S G-01
Palo Alto, CA	94303-4604

C. Patrick DeWitt

Chief Executive Officer

May 25, 2007

Robert H. Brumley

President and CEO

TerreStar Networks

One Discovery Square

12010 Sunset Hills Road, Suite 600

Reston, VA 20190

Dear Mr. Brumley:

As you are aware, the construction of TerreStar-1 satellite is at a very advanced stage, and SS/L has made significant progress in designing and building this satellite. Despite many challenges encountered, the satellite build is progressing at main body integration and we expect to start reference performance testing soon.

The contract remains in full force and we have received from TerreStar all of the payments due and owing to date amounting to 97.1 % of the TerreStar-1 satellite price (excluding in-orbit incentives).

Throughout the course of the satellite build, as we encountered schedule challenges, we have worked in conjunction with your team to manage those challenges so as to mitigate any schedule impact. Until now we had hoped that the mitigation efforts that you and we had put in place could be successful. Recent reviews, however, indicate that these efforts have not been fully successful in all cases. At this point, given the events described below, the only way to avoid a significant change in the scheduled delivery date would be to reduce satellite testing that we think could put optimum satellite performance at risk. While we understand your desire to maintain the existing schedule, and we have done everything at this point working with you to maintain it, we cannot recommend taking such risk.

We are providing you with information on events that have caused an impact to the completion of the satellite, as well as efforts we are undertaking to minimize this impact. The primary causes for the schedule impact are a few technical issues encountered during the development and build of payload hardware. There are three areas that have impacted the overall satellite schedule.

Letter to Robert H. Brumley

Page 2

May 25, 2007

First is the delivery of S-band low noise amplifiers. After seven months of working on the design and build of breadboard models, the original supplier of this hardware was unable to meet the noise figure performance that was required to satisfy the very challenging satellite performance requirements. At this late stage, SS/L undertook an extensive investigation and decided to switch the supplier to another company, after careful reviews and confirmation that the new supplier would be able to meet the performance requirement. A very aggressive schedule was negotiated with the new supplier to deliver the assemblies within seven months (February 2007). However, during the development and qualification process, technical issues were encountered on two piece parts – a mechanical switch and the hermetic sealing process for a transistor device that is critical to the performance. These issues were investigated and resolved expeditiously in the interest of the performance and quality of the final product. However, the change of vendor at a late stage and subsequent technical issues resulted in significant delay in delivery of the flight units.

Second, three types of oscillators were ordered from a supplier after a detailed source selection process. These items have challenging performance requirements (in terms of phase noise and spurious performance) in order to meet the specific and stringent requirements dictated by the ground based beam forming function of the TerreStar system. Repeated redesign efforts were required to finalize designs to meet these requirements. As a result, the delivery schedule was continually impacted. SS/L has developed and implemented work-around procedures at the satellite level to continue with integration and test activities, to minimize the impact. We have a team of SS/L management, technical, production, and quality experts working at the supplier’s facility to expedite the delivery of these oscillators.

The third schedule critical item is the S-band feed array. This was also a new design calling for a full qualification program. Even though initial breadboard testing showed acceptable performance, the qualification model testing in March 2007 resulted in redesign of parts of the array. Consequently, due to the nature of machined parts affected by the redesign, the feed array delivery was impacted. SS/L is aggressively working the feed array schedule to minimize the overall program impact.

The combination of the above three issues has impacted the spacecraft delivery schedule. We have been managing these issues aggressively, and we believe we have them under control at this time. We are taking several steps to expedite the completion of the satellite. We have planned our resources such as TVAC and CATR facilities, and have procured external facilities, to avoid conflict with other programs. We will continue to execute the program aggressively to deliver the satellite for launch at the earliest possible date.

We are hereby providing you a revised date by which we expect to be able to ship the satellite. The new date is August, 2008, compared to the contractual date of October 26, 2007. This ship date will support a launch on or after September, 2008 on the Ariane-5 launch vehicle.

Letter to Robert H. Brumley

Page 3

May 25, 2007

We are contractually obligated to apply any additional resources required at SS/L and our suppliers to meet our commitment.

We, as your overall contractor, hold ourselves responsible for the management of our subcontractors and for any internal product development, and realize that schedule delays such as these are frustrating as they are completely outside TerreStar’s control.

While the above discussion focuses on the issues encountered and the impact on the delivery, we would also like to highlight the significant progress we have made in building the satellite. To date we have installed more than 84% of the hardware units into the main body of the satellite. Despite the above mentioned hardware shortages, we have completed the assembly and test of the payload module, employing creative work-around plans as and when necessary. The payload modules have been integrated with the main structure and the main body integration activities are progressing at this time. Attached for your reference are a few photographs depicting the progress we have made in the satellite construction. Major activities remaining to be completed are reference performance testing, thermal vacuum testing, integration of antenna reflectors, tower structure and solar arrays, dynamics testing, and final performance testing.

We have and will continue to undertake every effort to mitigate delays resulting from technological challenges associated with the TerreStar program. We firmly believe that the quality of the product we deliver is of supreme importance. Please be assured that we will not make any compromise on the quality of the satellite in the interest of schedule.

We are fully committed to the above delivery date for the TerreStar-1 satellite. We will keep you apprised of the progress on the above issues, and any other issues and their resolution, as we progress with the test program on the satellite.

Sincerely,

C.P. DeWitt

Chief Executive Officer

cc: Dennis Matheson