f32210posam.htm
Registration
No. 33-92662
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
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)
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
Approximate date of commencement of
proposed sale to the public: N/A
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. ¨
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ¨
If the
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
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. 1 relates to the Registration Statement on
Form S-3 (Registration No. 33-92662) of ICC Technologies, Inc., a
predecessor entity to SkyTerra Communications, Inc. (“the Company”), filed with
the Securities and Exchange Commission on May 24, 1995, as amended on July 13,
1995, July 27, 1995 and August 7, 1995 (the “Registration Statement”),
pertaining to the registration of shares of common stock, par value $0.01 per
share (“Common Stock”), by certain selling stockholders.
On March
29, 2010 (the “Effective Date”), 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 under the Registration Statement which remain unsold as of the
Effective Date.
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. 1 to the
Registration Statement on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 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. 1 to the Registration Statement on Form S-3
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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