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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                                 )                           
                                                                             
     In the Matter of                            )                           
                                                     File No. EB-07-IH-5289  
     Satamatics, Inc.                            )                           
                                                     NAL Account No.         
     Licensee of a Blanket Authorization for     )   200832080008            
     20,000 Mobile Earth Terminals and Holder                                
     of an International Section 214             )   FRN No. 0010570406      
     Authorization                                                           
                                                 )                           
                                                                             
                                                 )                           


                  NOTICE OF APPARENT LIABILITY FOR FORFEITURE

   Adopted:  December 6, 2007 Released:  December 6, 2007

   By the Chief, Investigations and Hearings Division, Enforcement Bureau:

   I. INTRODUCTION

    1. In this Notice of Apparent Liability for Forfeiture ("NAL"), we find
       that Satamatics, Inc. ("Satamatics"), licensee of a blanket
       authorization for mobile earth terminals and holder of an
       International Section 214 authorization, apparently willfully and
       repeatedly violated Sections 214, and 310(d) of the Communications Act
       of 1934 as amended, (the "Act") by engaging in an unauthorized
       transfer of control. In addition, in a series of transactions,
       Satamatics issued additional voting and equity stock, which apparently
       resulted in additional indirect foreign ownership beyond the
       percentage permitted by Section 310(b)(4) and a Commission order
       issued in 2004. For the reasons explained below, we conclude that
       Satamatics is apparently liable for a forfeiture in the amount of
       $24,000.

   II. BACKGROUND

    2. Satamatics holds a blanket license for 20,000 mobile earth terminals
       used in the United States for the provision of Inmarsat D+ mobile
       satellite service ("Earth Station License") and an international
       Section 214 authorization. By Public Notice issued on December 21,
       2004, the International Bureau and Wireline Competition Bureau granted
       Satamatics Worldwide Limited's ("SWL") applications for authority
       under Sections 214(a) and 310(d) to acquire all of the shares of
       Satamatics Holdings, Inc. ("SHI"), a Delaware corporation that wholly
       owns Satamatics. The Bureaus ruled, pursuant to Section 310(b)(4),
       that the public interest would not be served by prohibiting the 100
       percent indirect foreign ownership of Satamatics by SWL, a U.K.
       corporation, and its named foreign shareholders. The ruling
       specifically permitted Satamatics to acquire up to and including an
       additional, aggregate 25 percent indirect equity and/or voting
       interest from the foreign shareholders named in the petition and from
       other foreign individuals and entities without seeking further
       Commission approval under Section 310(b)(4) subject to certain
       conditions: (1) no single foreign individual or entity, with the
       exception of SWL, Cantebury Limited, Liverpool Limited and Bryan
       Jeeves may acquire indirect equity or voting ownership interest of
       Satamatics in excess of 25 percent without Commission approval; and
       (2) Satamatics shall seek additional approval before it accepts any
       additional indirect investments from Cantebury Limited, Liverpool
       Limited and Bryan Jeeves.

    3. On December 21, 2006 and March 20, 2007, SWL and Satamatics Global
       Limited ("SGL") (collectively the "Applicants") filed applications
       pursuant to Sections 214(a) and 310(d) of the Act seeking Commission
       consent to the transfer of control of licenses and authorizations held
       by Satamatics from SWL to SGL. Simultaneously with the earth station
       transfer applications, Satamatics filed a petition for declaratory
       ruling under Section 310(b)(4) of the Act, requesting a Commission
       finding that the public interest would be served by permitting up to
       100 percent indirect foreign ownership of Satamatics by SGL, a
       privately-held U.K. corporation, and SGL's named foreign shareholders,
       all of which are citizens of World Trade Organization member
       countries. The applications and petition sought approval for changes
       to Satamatics' ownership structure (including additional foreign
       ownership) that had occurred since the Commission previously approved
       Satamatics' ownership structure in 2004. The Applicants also requested
       approval to remove SWL from the Satamatics' ownership structure
       approved in 2004.

    4. In its recent applications and its Petition for a Declaratory Ruling,
       Satamatics described in detail the various transactions that resulted
       in changes to Satamatics' ownership structure since 2004. After SWL
       filed its transfer of control applications and petition on July 15,
       2004, and until October 12, 2006, SWL, on at least four occasions,
       issued additional shares of capital stock. As a result, new
       shareholders from the United Kingdom, the United States and Hong Kong
       acquired an aggregate 24.49 percent of SWL's outstanding capital stock
       (representing both equity and voting interests). In addition, on
       January 1, 2005, Bryan Jeeves, a citizen of Liechtenstein, transferred
       joint ownership and control of two foreign-organized private mutual
       funds that indirectly controlled approximately half of SWL's capital
       stock to himself and his son, Alexander Jeeves, also a citizen of
       Liechtenstein. As a result of transactions that occurred since 2004,
       by October 12, 2006, new shareholders had acquired the right to vote
       more than 50 percent of SWL's capital stock, and more than 25 percent
       of Satamatics' indirect equity and voting interests were held by new
       foreign investors.

    5. Further, on October 12, 2006, prior to seeking Commission approval,
       SWL's newly-formed U.K. corporation, SGL, acquired all of SWL's shares
       in a one-for-one share exchange with SWL's existing shareholders.
       Thus, the Applicants request for approval of this change was made only
       after the exchange was already in place.

    6. On July 30, 2007, the International Bureau approved the changes in
       Satamatics' ownership structure and granted the Petition for
       Declaratory Ruling under Section 310(b)(4) stating that it would not
       serve the public interest to prohibit the additional indirect foreign
       ownership of Satamatics. The International Bureau made these findings
       noting that the ownership changes had already occurred without the
       required Commission consent, and it noted that the grant of the
       applications was without prejudice to an enforcement action for
       non-compliance with the Commission's rules.

   III. DISCUSSION

    7. Under Section 503(b)(1) of the Act, any person who is determined by
       the Commission to have willfully or repeatedly failed to comply with
       any provision of the Act or any rule, regulation, or order issued by
       the Commission shall be liable to the United States for a forfeiture
       penalty. Section 312(f)(1) of the Act defines willful as "the
       conscious and deliberate commission or omission of [any] act,
       irrespective of any intent to violate" the law. The legislative
       history to Section 312(f)(1) of the Act clarifies that this definition
       of willful applies to both Sections 312 and 503(b) of the Act, and the
       Commission has so interpreted the term in the Section 503(b) context.
       The Commission may also assess a forfeiture for violations that are
       merely repeated, and not willful.  "Repeated" means that the act was
       committed or omitted more than once, or lasts more than one day. In
       order to impose such a penalty, the Commission must issue a notice of
       apparent liability, the notice must be received, and the person
       against whom the notice has been issued must have an opportunity to
       show, in writing, why no such penalty should be imposed. The
       Commission will then issue a forfeiture if it finds, by a
       preponderance of the evidence, that the person has willfully or
       repeatedly violated the Act or a Commission rule. As described in
       greater detail below, we find that Satamatics apparently willfully and
       repeatedly violated Sections 214, 310(b)(4), and 310(d) of the Act a
       by acquiring more than 25 percent additional foreign ownership and by
       failing to seek Commission approval prior to transferring control of
       Satamatics, its international Section 214 authorization and its Earth
       Station License.

    8. Sections 214 and 310(d) require that, before a license or
       authorization or rights thereunder may be transferred or assigned, the
       Commission must find that the transfer or assignment serves the public
       interest, convenience and necessity. The Commission generally
       considers whether a substantial change of ownership is occurring on a
       case-by-case basis. In the instant case, the ownership structure
       approved in 2004 permitted Canterbury Limited and Liverpool Limited to
       hold 56.3 percent of the outstanding shares of Satamatics; these
       entities were 100 percent owned and controlled by Bryan Jeeves, a
       citizen of Liechtenstein. Satamatics now reports that while Bryan
       Jeeves ultimately controlled 56.3 percent of the equity shares of
       Satamatics, not all of those shares were voting stock and that Bryan
       Jeeves did not exercise day-to-day control over Satamatics.
       Subsequently, on January 1, 2005, Bryan Jeeves transferred joint
       control of these entities to himself and his son Alexander Jeeves.
       During the 2004 to 2006 time period, Satamatics issued substantial
       amounts of stock to new entities and replaced its ultimate corporate
       parent with a new corporate structure in a one-for-one stock exchange.
       We find that the changes at issue required prior Commission approval.

    9. Section 310(b)(4) requires in pertinent part that common carriers
       obtain Commission approval before exceeding the 25 percent benchmark
       in that section of the Act. In 2004, the Commission approved
       Satamatics' foreign ownership and delineated that a further
       application was necessary if Satamatics wanted to exceed 25 percent
       additional indirect foreign ownership. Yet Satamatics issued stock on
       four occasions between 2004 and October 12, 2006, resulting in more
       than 25 percent of Satamatics stock being held by new foreign
       investors. Because the transactions at issue apparently increased
       foreign ownership beyond the amount permitted in the conditions of its
       license, Satamatics' failure to seek and obtain approval for these
       transactions, constitutes a violation of Section 310(b)(4).

   10. Based on our review of the record, we find that Satamatics violated
       Sections 214, 310(b)(4), and 310(d) of the Act. The facts underlying
       this case are undisputed. Satamatics engaged in a transfer of control
       of its license and authorization without prior Commission approval.
       Satamatics acquired more than 25 percent new foreign ownership.
       Further, before seeking Commission approval, SGL acquired all of SWL's
       shares in a one for one exchange. We therefore conclude that
       Satamatics apparently willfully and repeatedly violated Sections 214,
       310(b)(4), and 310(d) of the Act with respect to its international
       Section 214 authorization and its Earth Station License. Thus, we find
       that a proposed forfeiture is appropriate.

   11. The Commission's Forfeiture Policy Statement and implementing rules
       prescribe base forfeitures of $8,000 for engaging in an unauthorized
       substantial transfer of control and $8,000 for violations of the alien
       ownership restrictions. In consideration of the factors enumerated in
       Section 503(b)(2)(D) for establishing the forfeiture amount, there is
       no other evidence before us to suggest that the base amount should be
       adjusted in any way. Accordingly, we find that the base forfeiture of
       $8,000 against Satamatics is appropriate for the unauthorized transfer
       of control of its Earth Station license. Similarly, we find that a
       proposed forfeiture in the amount of $8,000 against Satamatics is
       warranted for the unauthorized transfer of control of its
       international Section 214 authorization. Finally, we find that a
       proposed forfeiture amount of $8,000 is appropriate for its apparent
       violation of the alien ownership restrictions under Section 310. Based
       on the facts and circumstances presented, we conclude that an
       aggregate proposed forfeiture of $24,000 against Satamatics is
       warranted.

   IV. ORDERING CLAUSES

   12. ACCORDINGLY, IT IS ORDERED that, pursuant to Section 503(b) of the
       Communications Act of 1934, as amended, and Sections 0.111, 0.311,
       0.314, and 1.80 of the Commission's Rules, Satamatics, Inc. is hereby
       NOTIFIED of its APPARENT LIABILITY FOR A FORFEITURE in the amount of
       twenty four thousand dollars ($24,000) for willfully violating Section
       214, 310(b)(4), and 310(d) of the Communications Act of 1934, as
       amended.

   13. IT IS FURTHER ORDERED that, pursuant to Section 1.80 of the
       Commission's rules, within 30 days of the release date of this Notice
       of Apparent Liability for Forfeiture, Satamatics, Inc. SHALL PAY the
       full amount of the proposed forfeiture or SHALL FILE a written
       statement seeking reduction or cancellation of the proposed
       forfeiture.

   14. Payment by check or money order, payable to the order of the "Federal
       Communications Commission," may be mailed to Forfeiture Collection
       Section, Finance Branch, Federal Communications Commission, P.O. Box
       358340, Pittsburgh, PA 15251. Payment by overnight mail may be sent to
       Mellon Client Service Center, 500 Ross Street, Room 670, Pittsburgh,
       PA 15262-0001, Attn: FCC Module Supervisor. Payment by wire transfer
       may be made to: ABA Number 043000261, receiving bank Mellon Bank, and
       account number 911-6229. The payment should note the NAL/Acct. No.
       referenced in the caption.

   15. IT IS FURTHER ORDERED that the response, if any, shall be mailed to
       Hillary S. DeNigro, Chief, Investigation and Hearings Division,
       Enforcement Bureau, Federal Communications Commission, 445 12th
       Street, S.W., Suite 4-C330, Washington, D.C. 20554, and must include
       the NAL/Acct. No. referenced in the caption.

   16. IT IS FURTHER ORDERED that the Commission shall not consider reducing
       or canceling a forfeiture in response to a claim of inability to pay
       unless the respondent submits: (1) federal tax returns for the most
       recent three-year period; (2) financial statements prepared according
       to generally accepted accounting practices ("GAAP"); or (3) some other
       reliable and objective documentation that accurately reflects the
       respondent's current financial status. Any claim of inability to pay
       must specifically identify the basis for the claim by reference to the
       financial documentation submitted.

   17. Requests for full payment of the full amount of this Notice of
       Apparent Liability under an installment plan should be sent to: Chief
       Financial Officer -- Financial Operations, Federal Communications
       Commission, 445 12th Street, S.W., Room 1-A625, Washington, D.C.
       20554. For answers to questions, please contact the Financial
       Operations Group Help Desk at 1-877-480-3201 or Email:
       ARINQUIRIES@fcc.gov.

   18. IT IS FURTHER ORDERED that a copy of this Notice of Apparent Liability
       for Forfeiture shall be sent by Certified Mail - Return Receipt
       Requested, and regular mail, to the attention of Brendan Kasper,
       Esquire, Steptoe & Johnson, LLP, 1330 Connecticut Avenue, N.W.,
       Washington, DC 20036-1795, and to the licensee.

   FEDERAL COMMUNICATIONS COMMISSION

   Hillary S. DeNigro

   Chief, Investigations and Hearings Division

   Enforcement Bureau

   See 47 U.S.C. S:S: 214 and 310(d).

   See 47 U.S.C. S: 310(b)(4); Authorizations Granted, Applications of
   Satamatics, Inc., Satamatics Worldwide Limited, and Richtec PLC to
   Transfer Control of Licenses and Authorizations and Request for a
   Declaratory Ruling on Foreign Ownership, IB Docket No. 04-285, Public
   Notice, DA 04-3997, 19 FCC Rcd 24511 (Int. Bur./Wir. Comp. Bur. 2004)
   ("2004 Public Notice").

   Satamatics also has pending applications for authority to add the new
   Inmarsat 4F2 satellite at the 52.75 degree W.L. orbital location as a
   point of communication (File No. SES-MFS-20051202-01665) and for Section
   214 authority to provide Inmarsat D+ service using fourth-generation
   Inmarsat satellites (File No. ITC-214-20060207-00086). Satamatics amended
   both applications on March 5, 2007, to reflect the transfer of control and
   other ownership changes at issue.

   See 2004 Public Notice, supra note 2.

   Four citizens of the United Kingdom would hold an aggregate 43.13 percent
   ownership interest in SWL. Cantebury Limited and Liverpool Limited, both
   registered in St. Vincent and the Grenadines, and wholly owned by Bryan
   Jeeves, a citizen of Liechtenstein, would hold an aggregate 56.86 percent
   ownership interest. See 2004 Public Notice, 19 FCC Rcd at 24513.

   See id.

   See 47 U.S.C. S:S: 214(a), 310(d). File Nos. SES-T/C-20061221-02208 (earth
   station transfer application), ITC-T/C-20070319-00113 (international
   Section 214 authorization transfer application). The International Bureau
   placed the transfer of control applications on public notice as acceptable
   for filing on March 23, 2007, and March 28, 2007. See Public Notices,
   Report No. TEL-01126NS (rel. March 23, 2007) (applying for transfer of
   international Section 214 authorization), and Report No. SES-00912 (rel.
   March. 28, 2007) (applying for transfer of blanket mobile earth terminal
   license).

   See Petition for Declaratory Ruling filed December 21, 2006 (filed
   concurrently with the earth station transfer application pursuant to 47
   U.S.C. S: 310(b)(4)) ("Petition for Declaratory Ruling"). The
   International Bureau placed the Petition for Declaratory Ruling on public
   notice as acceptable for filing on March 23, 2007. See Public Notice,
   Report No. TEL-01126NS (rel. March 23, 2007).

   See SES-T/C-20061221-02208-Supplement to Clarify Ownership Information for
   Satamatics, Inc., filed March 5, 2007 ("Supplement to Clarify Ownership
   Information").

   See Application, ITC-T/C-20070319-00113, Attachment 1.

   See Supplement to Clarify Ownership Information.

   See id. at 1-3.

   On January 1, 2005, Alexander Jeeves was given joint ownership and control
   of a foreign-organized private mutual fund that had been wholly-owned and
   controlled by his father, Bryan Jeeves, also a citizen of Liechtenstein.
   The mutual fund, in turn, wholly-owned two companies registered in St.
   Vincent and the Grenadines, Cantebury Limited and Liverpool Limited. As of
   January 1, 2005, Cantebury Limited and Liverpool Limited together held
   51.64 percent of the total capital stock and 41.41 percent of the voting
   stock of SWL. By October 12, 2006, Cantebury Limited, Liverpool Limited
   and a new foreign-organized affiliate, Barclay Limited, together held
   42.76 percent of SWL's total outstanding capital stock, representing both
   equity and voting interests in SWL. See Application,
   ITC-T/C-20070319-00113, Attachment 1.

   See Supplement to Clarify Ownership Information at 2-3.

   On that same day, additional shares in SGL were offered to existing
   shareholders of SWL as well as to a small number of employees and
   directors of SGL who had not previously held any shares in SWL. See id.

   See Authorizations Granted, Applications of Satamatics, Inc., Satamatics
   Worldwide Limited, and Satamatics Global Limited  for Consent to Transfer
   Control of Licenses and Authorizations and Petition for a Declaratory
   Ruling on Foreign Ownership,  Public Notice, 22 FCC Rcd 13894 (Int. Bur.
   2007) ("2007 Public Notice").

   See id. at 13897.

   See 47 U.S.C. S: 503(b)(1)(B); 47 C.F.R. S: 1.80(a)(1).

   47 U.S.C. S: 312(f)(1).

   See H.R. Rep. No. 97-765, 97th Cong. 2d Sess. 51 (1982).

   See, e.g., Southern California Broadcasting Co., Memorandum Opinion and
   Order, 6 FCC Rcd 4387, 4388 (1991).

   See, e.g., Callais Cablevision, Inc., Grand Isle, Louisiana, Notice of
   Apparent Liability for Monetary Forfeiture, 16 FCC Rcd 1359, 1362, P: 10
   (2001) ("Callais Cablevision") (issuing a Notice of Apparent Liability
   for, inter alia, a cable television operator's repeated signal leakage).

   Southern California Broadcasting Co., 6 FCC Rcd at 4388, P: 5; Callais
   Cablevision, Inc., 16 FCC Rcd at 1362, P: 9.

   47 U.S.C. S: 503(b); 47 C.F.R. S: 1.80(f).

   See, e.g., SBC Communications, Inc.,  Forfeiture Order, 17 FCC Rcd 7589,
   7591 P: 4 (2002) (forfeiture paid).

   See 47 U.S.C. S: 214 and 310(d). See also AT&T, Inc. and Bell South
   Corporation, Memorandum Opinion and Order, 22 FCC Rcd 5662, 5671-72 (2006)
   (reviewing the standard governing the Commission's consideration of
   applications to transfer or assign licenses and authorizations including
   earth station licenses and Section 214 authorizations). See also 47 C.F.R.
   S:S: 25.119 and 63.24 (requiring holders of Earth Station licenses and
   International Section 214 authorizations to apply for Commission approval
   when transferring control of a corporate parent, respectively).

   See Supplement to Clarify Ownership Information at 1-2.

   See id. at 3.

   See id. at 1-3.

   See generally Stephen F. Sewell, "Assignments and Transfers of FCC
   Authorizations Under Section 310(d) of the Communications Act of 1934," 43
   Fed Comm Law Journal (July 1991).

   See 2004 Public Notice, 19 FCC Rcd at 24513.

   See 2007 Public Notice, 22 FCC Rcd at 13896.

   See Petition for Declaratory Ruling, supra note 9, at 5 (stating that
   "Satamatics recognizes that this Petition is being untimely filed with the
   Commission.").

   See 47 C.F.R. S: 1.80; Forfeiture Policy Statement, 12 FCC Rcd 17087,
   17113 (1997). See also One Call Internet, Inc. Section 214 Transfer of
   Control of Domestic Transmission Lines Requirements, Order adopting
   Consent Decree, 18 FCC Rcd 25718 (2003) (setting the voluntary amount at
   $8,000 for possible unauthorized domestic section 214 transfer of
   control).

   See Rally Capital, LLC, Notice of Apparent Liability for Forfeiture, 22
   FCC Rcd 17270 (Enf. Bur., Investigations and Hearings Div., 2007)
   (proposing a $16,000 forfeiture for two unauthorized transfers of
   control).

   See Texas Educational Broadcasting Cooperative, Inc., Memorandum Opinion
   and Order and Notice of Apparent Liability for Forfeiture, 22 FCC Rcd
   13038, 13041-42 (Media Bureau 2007) (assessing $8,000 forfeiture for
   violation of alien ownership restrictions).

   47 C.F.R. S: 1.1914.

   (...continued from previous page)

                                                              (continued....)

   Federal Communications Commission DA 07-4907

                                       3

   Federal Communications Commission DA 07-4907