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):
                    September 22, 2005 (September 22, 2005)


                         SkyTerra Communications, Inc.
             (Exact name of registrant as specified in its charter)


        Delaware                       000-13865               23-2368845
(State or Other Jurisdiction of  (Commission File Number)   (IRS Employer
    Incorporation)                                        Identification Number)


            19 West 44th Street, Suite 507, New York, New York 10036
          (Address of principal executive offices, including zip code)


                                 (212) 730-7540
              (Registrant's telephone number, including area code)


                                      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):

[X]   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))

<PAGE>


Section 8 - Other Events

Item 8.01 Other Events

         On September 22, 2005, SkyTerra Communications, Inc. issued a press
release in connection with its entry into a non-binding letter of intent with,
among others, Motient Corporation and TMI Communications & Company. A copy of
the press release is being filed as Exhibit 99.1 to this Current Report on
Form 8-K.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

         The exhibits to this Current Report on Form 8-K are listed on the
Exhibit Index on page 4 hereof, which is incorporated by reference in this Item
9.01(c).

<PAGE>

                                   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 hereto duly authorized.


Date:  September 22, 2005                By:  /s/ ROBERT C. LEWIS
                                              --------------------------------
                                              Name:   Robert C. Lewis
                                              Title:  Senior Vice President,
                                                      General Counsel and
                                                      Secretary

<PAGE>

                                 EXHIBIT INDEX


Number        Description
------        -----------

99.1     -    Press Release of SkyTerra Communications, Inc., dated
              September 22, 2005.
[{"type": "8-K", "sequence": "1", "filename": "nyc612309.txt", "description": "FORM 8-K", "secsgml_size_bytes": 3377}]
{"company-data": {"conformed-name": "SKYTERRA COMMUNICATIONS INC", "cik": "0000756502", "assigned-sic": "4899", "irs-number": "232368845", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13865", "film-number": "051098679"}, "business-address": {"street1": "19 WEST 44TH STREET", "street2": "SUITE 507", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "212-730-7540"}, "mail-address": {"street1": "19 WEST 44TH STREET", "street2": "SUITE 507", "city": "NEW YORK", "state": "NY", "zip": "10036"}, "former-company": [{"former-conformed-name": "RARE MEDIUM GROUP INC", "date-changed": "19990414"}, {"former-conformed-name": "ICC TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "INTERNATIONAL COGENERATION CORP", "date-changed": "19891005"}]}
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):
                    September 22, 2005 (September 22, 2005)

                         SkyTerra Communications, Inc.
             (Exact name of registrant as specified in its charter)

        Delaware                       000-13865               23-2368845
(State or Other Jurisdiction of  (Commission File Number)   (IRS Employer
    Incorporation)                                        Identification Number)

            19 West 44th Street, Suite 507, New York, New York 10036
          (Address of principal executive offices, including zip code)

                                 (212) 730-7540
              (Registrant's telephone number, including area code)

                                      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):

[X]   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))
Section 8 - Other Events

Item 8.01 Other Events

         On September 22, 2005, SkyTerra Communications, Inc. issued a press
release in connection with its entry into a non-binding letter of intent with,
among others, Motient Corporation and TMI Communications & Company. A copy of
the press release is being filed as Exhibit 99.1 to this Current Report on
Form 8-K.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

         The exhibits to this Current Report on Form 8-K are listed on the
Exhibit Index on page 4 hereof, which is incorporated by reference in this Item
9.01(c).
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 hereto duly authorized.

Date:  September 22, 2005                By:  /s/ ROBERT C. LEWIS
                                              --------------------------------
                                              Name:   Robert C. Lewis
                                              Title:  Senior Vice President,
                                                      General Counsel and
                                                      Secretary
EXHIBIT INDEX

Number        Description
------        -----------

99.1     -    Press Release of SkyTerra Communications, Inc., dated
              September 22, 2005.