-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PV9BRTq2im13ZqDcvQ+tHApAPkwnyaoyWrt5B/KClOfYfOx9LUFP6HNFUL/OLDHQ w4z50VBREiXilIS8CFiMHw== 0001214659-08-000012.txt : 20080104 0001214659-08-000012.hdr.sgml : 20080104 20080104140031 ACCESSION NUMBER: 0001214659-08-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080104 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080104 DATE AS OF CHANGE: 20080104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TERRESTAR CORP CENTRAL INDEX KEY: 0000913665 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 930976127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33546 FILM NUMBER: 08510700 BUSINESS ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD, STREET 2: 9TH FLOOR CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-483-7806 MAIL ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD, STREET 2: 9TH FLOOR CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: MOTIENT CORP DATE OF NAME CHANGE: 20000424 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP DATE OF NAME CHANGE: 19931019 8-K 1 c1231708k.htm c1231708k.htm
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):     January 4, 2008

TERRESTAR CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Delaware   
001-33546
93-0976127
(State or Other Jurisdiction
of Incorporation)   
(Commission
File Number) 
(IRS Employer
Identification No.)
 
 12010 Sunset Hills Road, 9th Floor
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):

 
q
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
q
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
q
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
q
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers

On December 31, 2007, the Compensation Committee (the “Committee”) of TerreStar Networks Inc., or TerreStar, a majority-owned subsidiary of TerreStar Corporation (formerly Motient Corporation), approved and entered into extension letters to the current employment agreements with each of Robert Brumley, Neil Hazard, Michael Reedy, Dennis Matheson, Doug Sobieski, and Jeffrey Epstein.  The extension letters extend the current employment agreements on their same terms and conditions for the period from January 1, 2008 to January 15, 2008 and allows the Committee and each of the above-named executive officers sufficient time to review and finalize new contemplated employment agreements with TerreStar.
 
A form of extension letter with each of the above-named executive officers is filed as Exhibit 10.1 to this Current Report and the terms of which are incorporated into this Item 5.02 by reference.
 

Item 9.01 – Financial Statements and Exhibits

(d)
Exhibits
 
10.1     
Form of Extension Letter by and between TerreStar Networks Inc. and certain executive officers dated December 31, 2007.
 
 
 
 
 
 
 
 
 

 
- 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.
 
 
TERRESTAR CORPORATION
 
       
       
       
 
By:
/s/ Jeffrey W. Epstein   
   
Jeffrey W. Epstein
 
   
General Counsel and Secretary
 
       
Date:  January 4, 2008

 
 
 
 
 
 
 
 
 
 
 
 
 EX-10.1 2 ex10_1.htm ex10_1.htm
[TerreStar Letterhead]

December __, 2007

[Executive]
[Address]

Dear [Executive]:

As you know, the employment agreement entered into on May 1, 2007, between yourself and TerreStar Networks Inc. (the “Employment Agreement”) will expire by its terms on January 1, 2008.  We have presented to you an offer for continued employment on and after January 1, 2008 under the terms and conditions of a proposed successor employment agreement (the “Successor Agreement”) (a copy of which is enclosed).  We are prepared to have the Successor Agreement executed on behalf of TerreStar Networks Inc. by January 1, 2008 in order that your employment continue uninterrupted.  In light of the upcoming holidays, however, if you would prefer to delay the execution of this Successor Agreement until early January so that you will have sufficient time to review it with your counsel, we are willing to extend your employment under the terms and conditions of the Employment Agreement until January 15, 2008.  Furthermore, if the Compensation Committee determines that your base salary is to be adjusted upward for 2008, we will make such adjustment retroactive to January 1, 2008 upon your execution of the Successor Agreement.

If you wish to extend the terms and conditions of your employment under the Employment Agreement until January 15, 2008, please sign and return a copy of this letter to me for my receipt by no later than December 31, 2007.  I will accept a faxed copy to _______________ by December 31, 2007, followed by overnight delivery to me as of the second business day of 2008 at __________________________.  If, on the other hand, you wish to pursue executing the Successor Agreement by year end and you have any questions or concerns regarding that offer, please contact me directly.

Sincerely,

David Meltzer
Chair, Compensation Committee


**************
By my signature below, I agree to the extension of my employment under the terms and conditions of my existing Employment Agreement until January 15, 2008.



                                         
    Date:      
Executive        
 
 
 
 
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