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Before the
               Federal Communications Commission
                    Washington, D.C. 20554 
                                

                                
In the Matter of                   )         
                         )
STM Wireless, Inc., Pequot Capital      )
Management Inc., SkyOnline, Inc.,       )    File No. ISP-PDR-1999-1223-00014
And SkyOnline Communications, Inc. )         
          
                         )
Application Pursuant to Sections 214 and     )
310(b)(4) of the Communications Act, as )
Amended, to Transfer Control of SkyOnline,   )
Inc, and to Exceed the Indirect Foreign      )
Ownership Benchmark in SkyOnline        )
Communications, Inc.                    )

                  MEMORANDUM OPINION AND ORDER


Adopted:  March 21, 2000                     Released:  March 22, 2000

By the Chief, Telecommunications Division:

                         I.INTRODUCTION

1.   In this Order, we grant STM
Wireless, Inc. (STM), Pequot Capital Management, Inc. (Pequot), SkyOnline, Inc. (SkyOnline)
and SkyOnline Communications, Inc. (SkyOnline Communications) (collectively, Applicants)
approval, pursuant to Section 310(b)(4) of the Communications Act (the Act), for Telfin S.A.
(Telfin) and Nouvel Investissement en Technologie S.A. (NIT) to exceed the indirect foreign
ownership benchmark in the specific amounts proposed in SkyOnline Communications, the wholly
owned subsidiary of SkyOnline.  The Applicants' request for a waiver of 310(b)(4) was filed in
the context of an application filed by SkyOnline requesting approval on a pro forma basis for
SkyOnline to assign its earth station authorization to SkyOnline Communications.  The
application also requested authority to then transfer control of SkyOnline Communications and
SkyOnline from STM and Pequot to SkyOnline itself.

                         II.BACKGROUND

     2.                                 SkyOnline is a Delaware corporation
that holds an earth station authorization under Title III of the Act to provide services via Intelsat
and Solidaridad, the Mexican satellite system.  SkyOnline also holds an international Section 214
authorization to provide global facilities-based and resale services.  

3.   Under the proposed transaction, two
foreign entities, NIT (Luxembourg) and Telfin (Belgium), propose to invest in SkyOnline in an
amount that, with respect to SkyOnline Communications (to which, as noted, SkyOnline will
assign its earth station authorization), will exceed the 25 percent indirect foreign ownership
benchmark contained in section 310(b)(4).  Upon Commission approval of the transaction,
SkyOnline will be owned and controlled by several unrelated entities as follows: NIT and Telfin
will each have a 28.31 percent interest; STM, a California corporation, which currently owns 45
percent of SkyOnline, will retain a 16.57 percent interest; Pequot, a Delaware corporation, which
currently owns 35 percent will retain a 16.08 percent interest; and Remec Inc., a California
corporation, which currently owns 20 percent, will have a 10.73 percent interest.  As a result,
according to the Applicants, SkyOnline will not be owned or controlled by any one corporation or
alliance of corporations.

                         III.DISCUSSION

     4.                                 Section 310(b)(4) of the Act requires
the Commission to deny or revoke a common carrier radio license if:  (1) more than 25 percent of any
entity that controls the applicant or licensee is owned of record or voted by aliens, foreign
governments or their representatives, or foreign corporations, and (2) the Commission finds that
denial or revocation would serve the public interest.  The Commission most recently refined this
public interest inquiry in its Foreign Participation Order. As a result of the transaction, NIT, a
Luxembourg corporation, and Telfin, a Belgian corporation, will each hold a 28.31 percent interest
in SkyOnline.  Therefore, a public interest analysis under Section 310(b)(4) is required.

     5.                                 In the Foreign Participation Order, the
Commission stated that, because additional foreign investment can promote competition in the U.S.
market, the public interest would be served by permitting more open investment by foreign entities
whose home market is a member of the World Trade Organization ("WTO").  In such a case, there
is a strong presumption that no competitive concerns are raised by the indirect foreign investment. 
The Commission also stated in the Foreign Participation Order that parties who have already
received approval to exceed the 25 percent benchmark up to a certain level of indirect foreign
ownership must continue to seek further Commission approval in order to increase that level of
ownership.  

     6.                                 As part of our analysis in determining
whether a foreign entity's home market is a member of the WTO, we evaluate whether the entity's
"principal place of business" is in a WTO member country.  Here, balancing the five factors of the
Commission's "principal place of business" test, we find that NIT principally conducts its business
in Luxembourg and Telfin principally conducts its business in Belgium:

                                        A.  NIT

            (1)     Place of incorporation:  Luxembourg

            (2)     Nationality of investment principals, officers, and directors:  NIT's officers and
            directors are French.  NIT is ultimately controlled by two French individuals,
            Roland de Kergolay (de Kergolay) and Thais d'Annoux (d'Annoux).  de Kergolay
            and d'Annoux control NIT through two Panamanian corporations, Gariston
            Investments, Inc. (Gariston), and Melkan Properties S.A (Melkan).

            (3)     Country in which its world headquarters is located:  Luxembourg

            (4)     Country in which the majority of its tangible property is located:  Luxembourg

            (5)     Country from which it derives the greatest sales and revenues from its
            operations:  The Applicants assert that NIT is a new company that was formed
            for the purpose of investing in SkyOnline and has no preexisting sales or
            revenues.

     B.  Telfin  

          (1)  Place of incorporation:  Belgium

     (2)  Nationality of investment principals, officers, and directors:  Telfin's officers and
     directors are Belgian.  Telfin is directly and indirectly owned by several Belgian entities and
     is ultimately owned by Suez Lyonnaise des Eaux, a French corporation.

     (3)  Country in which its world headquarters is located:  Belgium.

          (4)  Country in which the majority of its tangible property is located:  Belgium

     (5)  Country from which it derives the greatest sales and revenues from its
     operations:  Belgium

7.   Under the Foreign Participation Order, NIT and Telfin are entitled to a strong
presumption that no competitive concerns are raised by their respective investments of 28.31 percent
in SkyOnline.  We see no reason to rebut that presumption.  Accordingly, we conclude, pursuant to
section 310(b)(4) and the Commission's Foreign Participation Order, that the public interest would
be served by allowing the proposed direct foreign ownership of SkyOnline (and the resulting indirect
ownership of SkyOnline Communications) by Telfin and NIT.  We also approve the direct foreign
ownership of SkyOnline by Melkan and Gariston, the two Panamanian entities that jointly own NIT,
and by de Kergolay and d'Annoux, the French owners of NIT.  In addition, we approve the indirect
foreign ownership of Telfin by its direct and indirect owners from France and Belgium.  We approve
all direct and indirect foreign ownership at their current levels.  We note that SkyOnline would need
additional Commission authority under section 310(b)(4) to increase its current foreign investment
above the levels authorized here.  SkyOnline would also need additional authority before any other
foreign entity or entities acquire, in the aggregate, a greater-than-25 percent indirect interest in its
licensee subsidiary.  

                         IV.CONCLUSION

8.   Based upon our review under section 310(b)(4) of the Act, we conclude that the
public interest would be served by allowing the proposed indirect foreign ownership by NIT and
Telfin in SkyOnline Communications.  Accordingly, we grant Applicants' request for waiver of the
25 percent benchmark contained in section 310(b)(4).

                       V.ORDERING CLAUSE

     9.   IT IS ORDERED, pursuant to sections 4(i) and (j), and 310(b) of the
Communications Act of 1934, as amended, 47 U.S.C.  154(i), 154(j), and 310(b), that the
application requesting waiver of section 310(b)(4) filed by STM Wireless, Inc., Pequot Capital
Management, Inc., SkyOnline, Inc., and SkyOnline Communications, Inc. in the above-captioned
proceeding IS GRANTED.


     

                              FEDERAL COMMUNICATIONS COMMISSION



                         Rebecca Arbogast
                              Chief, Telecommunications Division
                         International Bureau