-----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, Qzk7g1zufobCbemo//4p+/BFtnVKqFpYXGx2plMk+p3PEN0wVVXEql8h1uNWyZNj IedR0wWekesRLTMz10tdZw== 0001214659-08-000211.txt : 20080205 0001214659-08-000211.hdr.sgml : 20080205 20080205172808 ACCESSION NUMBER: 0001214659-08-000211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080205 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080205 DATE AS OF CHANGE: 20080205 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: 08578104 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 m23818k.htm m23818k.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):   February 5, 2008
 
TERRESTAR CORPORATION
(Exact Name of Registrant as Specified in Charter)
                    
Delaware  
001-33546 
93-0976127
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation) 
File Number)  
Identification No.)
                                
12010 Sunset Hills Road, 9th Floor
  
20190
Reston, VA
  
(Zip Code)
(Address of Principal  
    
Executive Offices)
    
                                                                                                                         & #160; 
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 January 30, 2008, TerreStar Networks Inc., ("TerreStar") a majority-owned subsidiary of TerreStar Corporation (formerly Motient Corporation) entered into a Reformation to the Employment Agreement by and between TerreStar and Robert Brumley, TerreStar's President and Chief Executive Officer (the "Revised Agreement").  The Revised Agreement corrects an error in the Employment Agreement entered into between TerreStar and Mr. Brumley dated January 15, 2008 (the "Employment Agreement") and revises the term of the Employment Agreement from December 31, 2010 to December 31, 2009.  No other terms or provisions of the Employment Agreement were changed.
 
A copy of the Revised Agreement is filed as Exhibit 10.1 hereto and the terms of such agreement are incorporated into this Item 5.02.
 
Item 8.01 – Other Events

TerreStar Corporation (formerly Motient Corporation) announced today that it has been served with a lawsuit filed on February 1, 2008 by Highland Crusader Offshore Partners, L.P. (“Highland Capital”) and three of its affiliates (collectively, the “Highland Plaintiffs”) in the New York State Supreme Court in and for the County of New York. The Highland Plaintiffs are the sole remaining holders of Series A Cumulative Convertible Preferred Stock (“Series A Preferred”) issued by TerreStar.

In this lawsuit, the Highland Plaintiffs contend that the Exchange Offer conducted in October 2005, which related to the exchange of outstanding shares of Series A Preferred for newly-issued shares of Series B Cumulative Convertible Preferred Stock, triggered a right of redemption for their Series A Preferred under the provisions of the Certificate of Designations relating to the Series A Preferred and the Highland Plaintiffs have demanded that TerreStar redeem their 90,000 shares of Series A Preferred in addition to all actual, special or consequential damages.  TerreStar believes this claim is without merit and intends to vigorously defend against this suit. 
 
Item 9.01 – Financial Statements and Exhibits
 
(d)
Exhibits
   
10.1 
Reformation Agreement by and between TerreStar Networks Inc. and Robert Brumley dated January 30, 2008.
 
 
-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
 
       
       
       
Date:  February 5, 2008
By:
 /s/ Jeffrey W. Epstein
 
     Jeffrey W. Epstein  
   
 General Counsel and Secretary
 
       
 

 EX-10.1 2 ex10_1.htm REFORMATION TO EMPLOYMENT AGREEMENT ex10_1.htm
 
Exhibit 10.1
 
REFORMATION TO EMPLOYMENT AGREEMENT
 
This Reformation to Employment Agreement (this “Reformation”) is dated as of this 30th  day of January, 2008, by and between TerreStar Networks Inc., a Delaware corporation (hereinafter referred to as the “Company”), and Robert H. Brumley (the “Executive”).
 
WHEREAS, the Company and the Executive entered into that certain Employment Agreement dated as of January 15, 2008 (the “Agreement”); and
 
WHEREAS, in negotiating the Agreement, the Company and the Executive mutually agreed and intended to enter into an employment agreement with a two-year term, commencing on January 1, 2008; and
 
WHEREAS, the Agreement, as a result of a scrivener’s error, inadvertently contained an inaccurate expiration date that provided for a three-year term, expiring December 31, 2010; and
 
WHEREAS, having been made aware of the mutual mistake in the Agreement and acknowledging that it resulted from a scrivener’s error, the Company and the Executive mutually agree to reform the Agreement to reflect the parties’ original intent to enter into an employment agreement with a two-year term, commencing on January 1, 2008 and expiring on December 31, 2009.
 
CONSEQUENTLY, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend and reform the Agreement, intending to be bound hereby, effective as of the original effective date of the Agreement, as follows:
 
First and Only Change
 
1.            Each of Sections 5(a) and 5(b) of the Agreement is hereby amended to replace all references to “2010” with “2009.”
 
2.            In all other respects, the Agreement is hereby ratified and confirmed.
 
[Signature Page Follows]
 

 
 
IN WITNESS WHEREOF, each of the parties hereto has caused this Reformation to be duly executed and delivered, by its authorized officers or individually, on the date first set forth above in the opening paragraph of this Reformation.
 
 
    TerreStar Networks Inc.  
       
       
       
 
 
/s/  William M. Freeman
  
         
    By:    William M. Freeman  
       
    Its:    Chairman of the Board of Directors  
       
       
    Robert H. Brumley  
       
       
    /s/Robert H. Brumley  
    Executive  
 
 
 
 
 
 
 
 
 
 

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