8-K 1 r614728k.txt 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): June 12, 2007 MOTIENT CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 0-23044 93-0976127 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 12010 Sunset Hills Road, 9th Floor Reston, VA 20190 (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code: 703-483-7800 Not Applicable -------------- (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)) Item 7.01 Regulation FD Disclosure On June 14, 2007, TerreStar Networks Inc., a majority-owned subsidiary of Motient Corporation, posted a release titled "TerreStar Canada Files Industry Canada Application to Modify Satellite In-Orbit Milestone" on the TerreStar Networks Inc. internet web site at www.terrestar.com. A copy of the release is attached hereto as Exhibit 99.1. This item is furnished, not filed, pursuant to Regulation FD. Item 8.01 Other Events On June 12, 2007, Motient Corporation (the "Company") received notice that The NASDAQ Stock Market LLC had approved the Company's application for listing of its common stock on The Nasdaq Global Market. The Company's common stock is scheduled to begin trading on The Nasdaq Global Market at the opening of the market on June 20, 2007, under the trading symbol "MNCP." Until that time, the Company's common stock will continue to be traded on the Pink Sheets. A copy of the Company's press release concerning the foregoing dated June 14, 2007, is attached hereto as Exhibit 99.2. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Release of TerreStar Networks Inc., dated June 14, 2007, titled "TerreStar Canada Files Industry Canada Application to Modify Satellite In-Orbit Milestone." 99.2 Press release of Motient Corporation, dated June 14, 2007, titled "Motient Corporation to Commence Trading on the NASDAQ." -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: June 14, 2007