UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~

~~SECURITIES~~The ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

~~March 22,~~Date ~~2010~~of Report (~~March~~Date ~~22,~~of ~~2010~~earliest event reported):

~~Date~~March 29, of2010 ~~report (date of earliest event reported)~~

SkyTerra Communications, Inc.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	000-13865	23-2368845
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

10802 Parkridge Boulevard

Reston, VA 20191

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices, including zip code)

(703) 390-2700

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~Name~~name or ~~Former~~former address, if ~~Changed~~ ~~Since~~changed ~~Last~~since ~~Report~~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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Introduction ~~5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.~~

~~Results~~On March 29, 2010, Harbinger Capital Partners Master Fund I, Ltd., an exempted company organized under the laws of the Cayman Islands (“Master Fund”), and Harbinger Capital Partners Special Situations ~~Meeting~~Fund, L.P., a Delaware limited partnership (“Special Fund” and together with Master Fund, “Harbinger”), completed their acquisition of ~~Stockholders~~SkyTerra Communications, Inc. (“SkyTerra”) pursuant to the terms of that certain agreement and plan of merger, dated as of September 23, 2009 (as amended, the “Merger Agreement”), by and among SkyTerra, Harbinger and Sol Private Corp. (“Sol”), an indirect wholly-owned subsidiary of Harbinger. To consummate the acquisition, Sol was merged (the “Merger”) with and into SkyTerra with SkyTerra as the surviving corporation. Pursuant to the Merger Agreement, as of the effective time of the Merger, each share of common stock, par value $0.01 per share (“Common Stock”), of SkyTerra and each share of non-voting common stock, par value $0.01 per share (“Non-Voting Common Stock” and together with Common Stock, “Capital Stock”), of SkyTerra, issued and outstanding immediately prior to the effective time of the Merger (other than shares of Capital Stock held by Harbinger or its affiliates, or by SkyTerra or any of its subsidiaries) was converted into the right to receive $5.00 in cash, without interest (the “Merger Consideration”).

(As a) Atresult ~~10:00~~of ~~a.m.~~the ~~on March 22~~Merger, ~~2010,~~all of SkyTerra’s ~~Communications,~~issued ~~Inc~~and outstanding Capital Stock is owned indirectly by Harbinger. ~~(“SkyTerra”)~~The ~~held~~aggregate acash ~~special~~consideration ~~meeting~~payable ofto ~~its~~former SkyTerra stockholders at(other ~~10802~~than ~~Parkridge~~Harbinger ~~Boulevard,~~and ~~Reston~~its affiliates) is approximately $262,500,000.00. ~~Virginia~~Sol ~~20191~~obtained (the ~~“Special~~consideration ~~Meeting”)~~for the Merger from Harbinger and its affiliates.

~~(b)~~Item ~~The~~2.01 ~~issued~~Completion ~~and outstanding shares~~ of ~~stock~~Acquisition ofor ~~SkyTerra~~Disposition ~~entitled to vote at the Special Meeting consisted~~ of ~~48,978,253 shares of common stock~~Assets. ~~The common stockholders of SkyTerra voted on two matters at the Special Meeting, which were approved pursuant to the following final voting results from the Special Meeting:~~

~~(1)~~The ~~Proposal~~information toset ~~adopt~~forth in the ~~Agreement~~Introduction ~~and~~above ~~Plan~~is ofincorporated ~~Merger,~~herein ~~dated as of September 23, 2009,~~ by ~~and among Harbinger Capital Partners Master Fund I, Ltd~~reference., ~~Harbinger Capital Partners Special Situations Fund, L.P., Sol Private Corp. and SkyTerra, as it may be amended from time to time (the “Merger Agreement”).~~

~~Vote~~Item of3.01 ~~the~~Notice ~~issued~~of ~~and~~Delisting ~~outstanding~~or ~~shares~~Failure ofto ~~stock~~Satisfy ofa ~~SkyTerra~~Continued ~~entitled~~Listing toRule ~~vote~~or atStandard; ~~the~~Transfer ~~Special~~of ~~Meeting:~~ Listing.

FOR		AGAINST		ABSTAIN
44,346,473		309,553		12,770

Trading of SkyTerra Common Stock was suspended as of the close of trading on March 29, 2010. On March 29, 2010, SkyTerra notified the Financial Industry Regulatory Authority (“FINRA”) and the Over-the-Counter Bulletin Board (“OTCBB”) of the effectiveness of the Merger and its intent to voluntarily remove its Common Stock from the OTCBB, where such stock traded under the symbol “SKYT.” SkyTerra will file a Form 15 with the Securities and Exchange Commission (“SEC”) to suspend its duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to deregister its Common Stock under Section 12(g) of the Exchange Act. Accordingly, the last day of trading of SkyTerra’s Common Stock on the OTCBB was March 29, 2010.

~~Vote~~Item of3.03 ~~the~~Material ~~Eligible~~Modification ~~Shares~~to ~~(as defined~~Rights inof ~~the~~Security ~~Merger Agreement):~~ Holders.

FOR		AGAINST		ABSTAIN
18,474,816		309,553		12,770

As described in the Introduction above, as a result of the Merger, each share of SkyTerra Capital Stock, issued and outstanding immediately prior to the effective time of the Merger (other than shares of Capital Stock held by Harbinger or its affiliates, or by SkyTerra or any of its subsidiaries) was converted into the right to receive the Merger Consideration.

~~(2)~~At ~~Proposal~~the ~~to adjourn~~effective time of the ~~meeting~~Merger, ifSkyTerra ~~necessary,~~stockholders immediately prior to ~~permit~~the ~~further~~effective ~~solicitation~~time of(other ~~proxies~~than inHarbinger ~~the~~and ~~event~~certain ~~there~~of ~~are~~its ~~not~~affiliates) ~~sufficient~~ceased ~~votes~~to athave ~~the~~any ~~time~~rights as stockholders of SkyTerra ~~the~~(other ~~meeting~~than their right to ~~adopt~~receive ~~the~~Merger ~~merger~~Consideration) ~~agreement~~and ~~proposal~~accordingly no longer have any interest in SkyTerra’s future earnings and growth.

~~Vote~~The ofinformation ~~the~~set ~~issued~~forth ~~and~~in ~~outstanding~~the ~~shares~~Introduction ofand ~~stock~~Items of2.01 ~~SkyTerra~~and ~~entitled~~3.01 tois ~~vote~~incorporated atherein ~~the~~by ~~Special~~reference. ~~Meeting:~~

FOR		AGAINST		ABSTAIN
44,354,121		300,706		13,969

Item 5.01

Changes in Control of Registrant.

~~ITEM~~As 8described in the Introduction above, on March 29, 2010, Harbinger completed its acquisition of SkyTerra, pursuant to the terms of the Merger Agreement.01 ~~OTHER~~To ~~EVENTS~~consummate the acquisition, Sol was merged with and into SkyTerra with SkyTerra surviving as an indirect wholly-owned subsidiary of Harbinger.

OnPursuant ~~March 22,~~to ~~2010~~the Merger Agreement, as of the effective time of the Merger, each share of SkyTerra Capital Stock, issued aand ~~press~~outstanding ~~release~~immediately ~~attached~~prior asto ~~Exhibit~~the ~~99.1~~effective ~~hereto~~time ~~and~~of ~~incorporated~~the Merger (other than shares of Capital Stock held by Harbinger or its affiliates, or by SkyTerra or any of its subsidiaries) was converted into ~~this~~the ~~Item 8~~right to receive the Merger Consideration.01 byThe ~~reference~~aggregate cash consideration payable to such former SkyTerra stockholders is approximately $262,500,000.00. Sol obtained the consideration for the Merger from Harbinger and its affiliates.

~~ITEM~~The 9information set forth in the Introduction and Item 2.01 ~~FINANCIAL~~is ~~STATEMENTS~~incorporated ~~AND~~by ~~EXHIBITS~~reference.

~~(d)~~On ~~Exhibits~~March 29, 2010, SkyTerra issued a press release announcing the consummation of the Merger. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 5.01.

~~99.1~~2 ~~Press Release issued by SkyTerra Communications, Inc., dated March 22, 2010.~~

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, effective as of the closing of the Merger, each of Jose Cecin, Jr., Paul Latchford, Jr., Jeffrey Killeen, William Stasior and Michael Weiner ceased serving as members of SkyTerra’s board of directors and all committees thereof.

Pursuant to the Merger Agreement, effective as of the closing of the Merger, each of Philip Falcone, Peter Jenson and Keith Hladek were elected as new members of SkyTerra’s board of directors.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the effective time of the Merger, the certificate of incorporation of Sol was amended, and such amended certificate of incorporation became the certificate of incorporation of the surviving corporation. A copy of the Amended Certificate of Incorporation of SkyTerra is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Pursuant to the Merger Agreement, at the effective time of the Merger, the bylaws of Sol were amended, and such amended bylaws became the bylaws of the surviving corporation. A copy of the Amended Bylaws of SkyTerra is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 8.01

Other Events.

The information set forth in the press release issued by SkyTerra, dated March 29, 2010, and attached hereto as Exhibit 99.1 is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


3.1		Amended Certificate of Incorporation of SkyTerra Communications, Inc.

3.2		Amended Bylaws of SkyTerra Communications, Inc.

99.1		Press Release issued by SkyTerra Communications, Inc., dated March 29, 2010.

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 ~~thereunto~~hereunto duly authorized.

	SKYTERRA COMMUNICATIONS, INC.
	By:	/S/ GARY M. EPSTEIN
	Name:	Gary M. Epstein
	Title:	Executive Vice President, Law & Regulation
DATE: March 22, 2010


SkyTerra Communications, Inc.

By:		/s/ Gary M. Epstein
		Name: Gary M. Epstein Title: Executive Vice President, Law & Regulation

~~Exhibit~~Date: ~~Index~~March 29, 2010

Exhibit No.		Description
99.1		Press Release issued by SkyTerra Communications, Inc., dated March 22, 2010.

EXHIBIT INDEX


Exhibit No.		Description

3.1		Amended Certificate of Incorporation of SkyTerra Communications, Inc.

3.2		Amended Bylaws of SkyTerra Communications, Inc.

99.1		Press Release issued by SkyTerra Communications, Inc., dated March 29, 2010.

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