Attached files
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| EX-99.1 - PRESS RELEASE DATED FEBRUARY 16, 2010 - TERRESTAR CORP | ex99_1.htm |
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): February 12, 2010
TERRESTAR
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33546
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93-0976127
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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12010
Sunset Hills Road
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Reston,
VA
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20190
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(Address
of Principal
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(Zip
Code)
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Executive
Offices)
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Registrant’s
telephone number, including area code: 703-483-7800
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 12, 2010, TerreStar Corporation (the “Company”) promoted Jeffrey W.
Epstein, 41, to Chief Executive Officer effective immediately. Mr.
Epstein shall continue to serve as President of the
Company. Mr. Epstein has served as the Company’s President and
principal executive officer since April 2008. Mr. Epstein served
as the Company’s Senior Vice President, General Counsel and Secretary from
September 2006 to December 2008. In addition, Mr. Epstein served
as the General Counsel and Secretary from October 2006 to December 2008 and the
Associate General Counsel and Secretary from July 2006 to December 2006 of
TerreStar Networks Inc. From October 2003 to July 2006,
Mr. Epstein served as Director, Assistant General Counsel, Transactions,
for Capital One Financial Corporation.
On
February 12, 2010, the Company also promoted Vincent Loiacono, 50, to Chief
Financial Officer effective immediately. Mr. Loiacono has served
as TerreStar’s Chief Accounting Officer and Principal Financial Officer for
TerreStar since November 2008. Mr. Loiacono served as Senior
Vice President and Corporate Controller of WorldSpace, Inc. from May 2005 to
October 2008. Mr. Loiacono served in senior financial management roles in
AT&T Government Solutions and Nextel Communications from May 1996 to May
2005.
The
Company has not entered into any new material plans, contracts or arrangements
or amended any existing plans contracts or arrangements with Mr.
Epstein. The Company and Mr. Epstein are parties to an Employment
Agreement dated January 15, 2008 (the “Epstein Employment
Agreement”). A description and copy of the Epstein Employment
Agreement is included with the Company’s Current Report on Form 8-K filed with
the commission on January 22, 2008. On November 24, 2008, the Company
entered into a letter agreement with Mr. Epstein, pursuant to which the Company
and Mr. Epstein agreed to amend certain provisions of the Epstein Employment
Agreement, as needed to comply with Section 409A of the Internal Revenue Code
(the “Letter Agreement”). A copy of the Letter Agreement is included
with the Company’s Current Report on Form 8-K filed with the commission on
November 26, 2008.
The
Company has not entered into any new material plans, contracts or arrangements
or amended any existing plans contracts or arrangements with Mr.
Loiacono. A description of the arrangement between the Company and
Mr. Loiacono is included with the Company’s Current Report on Form 8-K filed
with the commission on November 26, 2008.
Item
7.01 – Regulation FD Disclosure.
On
February 16, 2010, the Company issued a press release announcing the promotions
of Messrs. Epstein and Loiacono. A copy of the press release is
attached as Exhibit 99.1. This exhibit is furnished, not filed,
pursuant to Regulation FD.
Item
9.01 – Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press
Release dated February 16, 2010
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- 2
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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 hereunto
duly authorized.
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TERRESTAR
CORPORATION
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By:
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/s/ Douglas
Brandon
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Douglas
Brandon
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General
Counsel & Secretary
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Date:
February 16, 2010