p32210s8pos.htm
Registration
No. 333-76957
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM
S-8
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
SKYTERRA
COMMUNICATIONS, INC.
(Exact
name of Registrant as specified in its charters)
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Delaware
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23-2368845
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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10802
Parkridge Boulevard
Reston,
VA 20191
(703)
390-2700
(Address,
including zip code, and telephone number, including area code, of Registrant’s
principal executive offices)
Gary
Epstein
Executive
Vice President, Law & Regulation
SkyTerra
Communications, Inc.
10802
Parkridge Boulevard
Reston,
VA 20191
(703)
390-2700
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies
to:
Randy
Segal, Esq.
Hogan
& Hartson, LLP
Park
Place II
7930
Jones Branch Drive
McLean,
VA 22102
(703)
610-6237
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large Accelerated filer
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¨
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Accelerated
filer
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x
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Non-accelerated
filer
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¨ (do
not check if smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment No. 2 relates to the Registration Statement on
Form S-8 (Registration No. 333-76957) of Rare Medium Group, Inc., a
predecessor entity to SkyTerra Communications, Inc. (“the Company”), originally
filed with the Securities and Exchange Commission on April 23, 1999, and
post-effectively amended on May 19, 1999 (the “Registration Statement”),
pertaining to the registration of shares of common stock, par value $0.01 per
share (“Common Stock”), that may be issued and sold from time to time under the
Rare Medium Group, Inc. 1998 Long-Term Incentive Plan as well as shares of
Common Stock issuable pursuant to that certain Stock Option Agreement dated
April 15, 1998.
On March
29, 2010, pursuant to the terms of the Agreement and Plan of Merger, as amended,
by and among Harbinger Capital Partners Master Fund I, Ltd., an exempted company
organized under the laws of the Cayman Islands (the “Master Fund”), Harbinger
Capital Partners Special Situations Fund, L.P., a Delaware limited partnership
(the “Special Fund,” and together with Master Fund, the “Funds”), Sol Private
Corp., a Delaware corporation and an indirect wholly owned subsidiary of the
Funds (“Acquisition Corp.”), and the Company, Acquisition Corp. merged with and
into the Company, the Company became a wholly owned subsidiary of the Funds (the
“Merger”) and each share of Common Stock issued and outstanding was canceled,
extinguished and automatically converted into the right to receive $5.00 in
cash. As a result of the Merger, there is no longer any Common Stock
outstanding and the offering pursuant to the Registration Statement has been
terminated.
As a
result of the Merger, the Company has terminated all offerings of its securities
pursuant to its existing registration statements, including the Registration
Statement. In accordance with an undertaking made by the Company in the
Registration Statement to remove from registration, by means of a post-effective
amendment, any securities which remain unsold at the termination of the
offering, the Company hereby removes from registration all shares of Common
Stock registered but unsold under the Registration
Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 2 to the
Registration Statement on Form S-8 and has duly caused this Post-Effective
Amendment No. 2 to the Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Reston, State of Virginia on March 29, 2010.
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SKYTERRA
COMMUNICATIONS, INC.
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By:
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Alexander
H. Good
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 2 to the Registration Statement on Form S-8
has been signed by the following persons in the capacities and on the dates
indicated.
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/s/
Alexander H. Good
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President,
Chief Executive Officer and
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March
29, 2010
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Alexander
H. Good
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Director
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(Principal
Executive Officer)
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Chief
Financial Officer
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March
29, 2010
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Scott
Macleod
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(Principal
Financial And Accounting Officer)
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Vice
President and Controller
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March
29, 2010
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James
Wiseman
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(Principal
Accounting Officer)
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Director
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March
29, 2010
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Philip
A. Falcone
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Director
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March
29, 2010
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Peter
A. Jenson
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Director
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March
29, 2010
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Keith
M. Hladek
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