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| OMB APPROVAL |
UNITED STATES |------------------------------|
SECURITIES AND EXCHANGE COMMISSION |OMB Number: 3235-0058 |
Washington, D.C. 20549 |Expires: March 31, 2006 |
|Estimated average burden |
FORM 12b-25 |hours per response.......2.50 |
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NOTIFICATION OF LATE FILING |------------------------------|
| SEC FILE NUMBER |
| 000-13865 |
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| CUSIP NUMBER |
| |
| 83087K107 |
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(Check one): |X| Form 10-K |_| Form 20-F |_| Form 11 -K |_| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2005
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
|_| For the Transition Period Ended: _____________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
SkyTerra Communications, Inc.
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Full Name of Registrant
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Former Name if Applicable
19 West 44th Street, Suite 507
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Address of Principal Executive Office (Street and Number)
New York, NY, 10036
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City, State and Zip Code
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
| (a) The reason described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
| portion thereof, will be filed on or before the fifteenth
|X| | calendar day following the prescribed due date; or the subject
| quarterly report or transition report on Form 10-Qorsubject
| distribution reporton Form 10-D, or portion thereof, will be
| filed on or before the fifth calendar day following the
| prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
|
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
SkyTerra Communications, Inc. (the "Company") is unable to file its Form 10-K
for the year ended December 31, 2005 without unreasonable effort or expense due
to delays caused by unanticipated effects arising from the recent spin-off
transaction (the "Transaction") of Hughes Communications, Inc. ("Hughes").
In connection with the Transaction, on December 31, 2005, the Company
contributed to Hughes substantially all of the assets and liabilities of the
Company other than its interests in each of Mobile Satellite Ventures LP and
TerreStar Networks, Inc. and certain designated cash. On February 21, 2006, the
Company made a special dividend distribution of all of the outstanding Hughes
common stock to the Company's stockholders. As a result of the Transaction,
Hughes became an independent, publicly-owned company and the accounting
successor to the Company.
The Company intends to file, by March 31, 2006, its Form 10-K for the year
ended December 31, 2005.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert C. Lewis 212 730-7540
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed ? If answer
is no, identify report(s). Yes |X| No |_|
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
Yes |_| No |X|
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
_______________________________________________________________________________
SkyTerra Communications, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 17, 2006 By /s/ Robert C. Lewis
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Senior Vice President,
General Counsel and Secretary
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.