Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MOTIENT CORPORATION
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
93-0976127
(I.R.S. Employer
Identification No.)
10802 Parkridge Boulevard
Reston, Virginia 20191-5416
703-758-6000
(Address of Principal Executive Offices
including Zip Code, and telephone number,
including Area Code of registrant's principal executive offices)
Motient Corporation Stock Award Plan
Motient Corporation Employee Stock Purchase Plan
(Full title of the Plans)
Randy S. Segal, Esq.
General Counsel, Senior Vice President and Secretary
Motient Corporation
10802 Parkridge Boulevard
Reston, Virginia 20191-5416
703-758-6000
(Name, address, including Zip Code, and
telephone number, including Area Code, of agent for
service)
Approximate date of commencement of proposed
sale of the securities: From time to time
after the effective date of this
Registration Statement.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed Maximum Proposed Maximum Amount of
Title of securities to be Offering Price Aggregate Offering Registration
to be registered Registered (1) per Share (2) Price (2) Fee
<S> <C> <C> <C> <C>
Common Stock 3,100,000 $12.6875 $39,331,250 $10,934.09
par value $.01
per share
================================ ================= ================== ==================== ==============
</TABLE>
(1) Represents the maximum number of additional shares which may be
distributed pursuant to this Registration Statement, absent operation
of recapitalization provisions of the Plans. Such additional
undeterminable number of shares as may be required by reason of such
recapitalization provisions is hereby also registered.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I have been
and/or will be sent or given to participants as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). In accordance
with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this registration
statement, taken together, constitute the prospectus as required by Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement registers additional shares of Common Stock
of Motient Corporation (the "Company") for which registration statements on Form
S-8 relating to the Company's Stock Award Plan and Employee Stock Purchase Plan
are effective. This registration statement hereby incorporates by reference the
contents of such earlier registration statements on Form S-8 (File Nos.
33-72852, 33- 34250, 333-30099 and 333-53253). Item 3. Incorporation of
Documents by Reference.
The Company hereby incorporates by reference into this registration
statement the following documents filed by it with the Commission:
(a) The Company's Registration Statements on Form S-8 (File Nos.
33-72852, 33-34250, 333- 30099 and 333-53253);
(b) The Company's annual report on Form 10-K for the year ended
December 31, 1999;
(c) The Company's quarterly report on Form 10-Q for the quarter
ended March 31, 2000;
(d) The Company's current report on Form 8-K dated April 24,
2000 and filed with the Commission on April 24, 2000;
(e) The Company's current report on Form 8-K dated June 29, 2000
and filed with the Commission on June 29, 2000; and
(f) The description of the Company's common stock, par value
$.01 per share ("Common Stock"), contained in the Company's
registration statement on Form 8-A, dated December 9, 1993
and on Form 8-A/A, dated December 13, 1993.
In addition, all documents and reports filed by the Company subsequent
to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents or reports. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
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by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement. Item 4. Description of
Securities. A description of the Company's Common Stock is incorporated by
reference under Item 3. Item 5. Interests of Named Experts and Counsel. The
legal opinion with respect to the legality of the shares of Common Stock being
registered hereby, which opinion is being filed as Exhibit 5 to this
registration statement, is being provided by Randy S. Segal, Senior Vice
President, General Counsel and Secretary of the Company. Ms. Segal owns 177,159
shares of common stock. Her ownership includes shares issuable upon the exercise
of options granted under the Company's Stock Award Plan which options are vested
and exercisable, or which may be vested and exercisable within sixty (60) days
of the date of this registration statement.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company will indemnify its
directors and officers to the fullest extent permitted by Delaware law. The
Company may be required to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification.
In addition, the Company's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty of care to the corporation and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of nonmonetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws.
At present, there is no pending litigation or proceeding involving an
officer or director of the Company as to which indemnification is being sought,
nor is the Company aware of any threatened litigation that may result in claims
for indemnification by any officer or director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
4.1 Specimen of Common Stock Certificate of the Company
(incorporated by reference to Exhibit No. 4.1 to the
Company's Registration Statement on Form S-1 (File No.
33-70468)).
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4.2 Motient Corporation Stock Award Plan (filed herewith).
4.5 Motient Corporation Employee Stock Purchase Plan (filed
herewith).
5 Opinion of Randy S. Segal, Senior Vice President, General
Counsel and Secretary, regarding the legality of the
securities being registered.
23.1 Consent of Randy S. Segal (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP, independent public
accountants.
23.3 Consent of KPMG LLP, independent certified public
accountants.
24 Powers of Attorney (included on the signature pages hereof).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material change
to such information in the registration statement.
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-3, or Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
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Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liability arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant or expenses incurred or
paid by a director, officer or controlling person in successful defense of any
action , suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Fairfax, Commonwealth of Virginia, on June 30,
2000.
MOTIENT CORPORATION
By:/s/Randy S. Segal
-----------------
Randy S. Segal
Senior Vice President, General Counsel
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gary M. Parsons, Walter V.
Purnell, Jr. and Randy S. Segal, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same , with exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all and intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/Walter V. Purnell, Jr. Director, President and June 30, 2000
------------------------- Chief Executive Officer
Walter V. Purnell, Jr. (Principal Executive Officer)
/s/W. Bartlett Snell Chief Financial Officer June 30, 2000
-------------------- (Principal Financial and
W. Bartlett Snell Accounting Officer)
/s/Douglas I. Brandon Director June 30, 2000
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Douglas I. Brandon
/s/Billy J. Parrott Director June 30, 2000
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Billy J. Parrott
/s/Gary M. Parsons Director June 30, 2000
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Gary M. Parsons
/s/Andrew A. Quartner Director June 30, 2000
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Andrew A. Quartner
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INDEX TO EXHIBITS
Exhibits Description of Exhibit
4.1 - Specimen of Common Stock Certificate of the Company
(incorporated by reference to Exhibit No. 4.1 to the
Company's Registration Statement on Form S-1 (File No.
33-70468)).
4.2 - Motient Corporation Stock Award Plan (filed herewith).
4.3 - Motient Corporation Employee Stock Purchase Plan (filed
herewith).
5 - Opinion of Randy S. Segal, Senior Vice President, General
Counsel and Secretary, regarding the legality of the
securities being registered.
23.1 - Consent of Randy S. Segal (included in Exhibit 5).
23.2 - Consent of Arthur Andersen LLP, independent public
accountants.
23.3 - Consent of KPMG LLP, independent certified public
accountants.
24 - Powers of Attorney (included on the signature pages hereof).
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