-----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, NZRMQlf/hvwS9PZPzITUWTRsAi00iRHNLMg5EEPk4P0yXWwhFx3rOPf1MEbGZr4v hCtmmVBv1vZaDB+rZsPlFg== 0001214659-09-002635.txt : 20091110 0001214659-09-002635.hdr.sgml : 20091110 20091110170035 ACCESSION NUMBER: 0001214659-09-002635 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091110 ITEM INFORMATION: Other Events FILED AS OF DATE: 20091110 DATE AS OF CHANGE: 20091110 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: 091172684 BUSINESS ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-483-7806 MAIL ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD 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 c1110918k.htm c1110918k.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):  November 10, 2009

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
    
Reston, VA
  
20190
(Address of Principal
  
(Zip Code)
Executive Offices)
    

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 8.01.  Other Events.
 
On November 10, 2009 (the “Expiration Date”), TerreStar Corporation (“TSC”) and TerreStar Holdings Inc. (“Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of TSC terminated their offer to exchange (each, an “Exchange Offer” and collectively, the “Exchange Offers”) all outstanding shares of Series A and B Cumulative Convertible Preferred Stock of TSC (“Series A and B Preferred”) for up to 408,500 shares of Series F Preferred Stock of Holdings (“Sub Series F Preferred”), all outstanding shares of Series C and D Preferred Stock of TSC (“Series C and D Preferred”) and all outstanding shares of Series A and B Preferred Stock of TerreStar Networks Inc., (“TSN Series A and B Preferred”) for up to 10,000 shares of Sub Series F Preferred, and all outstanding shares of Series E Junior Participating Preferred Stock of TSC (“Series E Preferred,” and collectively, with the Series A and B Preferred, the Series C and D Preferred and the TSN Series A and B Preferred, the “Original Securities”) for up to 1,200,000 shares of Series G Junior Preferred Stock of Holdings.  In connection with the Exchange Offers, TSC is also terminating the solicitation (the “Solicitation”) of consents to certain proposed amendments to the certificate of designations of the Series B Cumulative Convertible Preferred Stock of TSC, which governs the terms of the Series B Cumulative Convertible Preferred Stock of TSC.  TSC and Holdings terminated the Exchange Offers and Solicitation, as of the Expiration Date, because certain conditions precedent to the Exchange Offers and Solicitation had not been satisfied.  TSC and Holdings instructed Epiq Financial Balloting Group, the exchange and information agent for the exchange offer, to promptly return any and all tendered shares.
 
TSC and Holdings continue to consider their options and may, including in the immediate future, commence a tender offer or exchange offer which differs from the Exchange Offers and Solicitation in its terms and/or structure.  In addition, TSC and Holdings may acquire all or a portion of the Original Securities through privately negotiated transactions or otherwise, upon such terms and consideration as TSC and/or Holdings may determine, which may differ from the Exchange Offers and Solicitation in price and/or consideration.
 


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/ Douglas Brandon
  
   
Douglas Brandon
  
   
General Counsel & Secretary
  

Date: November 10, 2009

 
 
 
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