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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 11, 2008
SunCom Wireless Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-15325 23-2974475
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(State or other (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
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(Address of principal executive offices, including zip code)
(610) 651-5900
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(Registrant's telephone number, including area code)
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(Former name or 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):
|_| 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))
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Item 8.01. Other Events.
On February 11, 2008, we announced that the Federal Communications Commission
had approved our pending merger transaction with T-Mobile USA, Inc., a
wholly-owned subsidiary of Deutsche Telekom AG. The FCC's approval completes all
required regulatory approvals for the merger, and the companies expect to close
the transaction by the end of February. A copy of the press release announcing
FCC approval is attached as Exhibit 99.1 to this report.
Forward-Looking Statements
This report includes "forward-looking statements" that reflect our current views
as to future results and events with respect to the expected completion and
timing of the merger and other information relating to the merger. These
statements can be identified by the fact that they do not relate strictly to
historical or current facts. You should be aware that forward-looking statements
involve known and unknown risks and uncertainties. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
cannot assure you that the actual developments or results we anticipate will be
realized, or even if realized, that they will have the expected effects on the
merger and related transactions. These forward-looking statements speak only as
of the date of this report and we undertake no obligation to update or revise
any forward-looking statements made in this report or elsewhere as a result of
new information, future events or otherwise, except as required by law. We
believe the following factors could cause actual events and results to differ
materially from those discussed in the forward-looking statements:
o the occurrence of any event, change or other circumstance that could give
rise to the termination of the merger agreement;
o the outcome of any legal proceedings that have been or may be instituted
against us and others relating to the merger;
o the inability to complete the merger due to the failure to satisfy other
conditions to consummation of the merger;
o the failure of the merger to be completed for any other reason;
o the risk that the proposed transaction disrupts current plans and
operations and/or results in difficulties in employee retention;
o the amount of the costs, fees, expenses and charges related to the merger;
o the impact of the merger on our capital resources, profitability, cash
requirements, management resources and liquidity;
o risks and uncertainties relating to our business (including our ability
to achieve strategic goals, objectives and targets over applicable
periods), industry performance, the regulatory environment, general
business and economic conditions; and
o other risks and uncertainties detailed in our filings with the
Securities and Exchange Commission, including our most recent filings
on Forms 10-Q and Form 10-K.
The foregoing list and the risks reflected in our filings with the Securities
and Exchange Commission should not be construed to be exhaustive. We believe the
forward-looking statements in this report are reasonable; however, there is no
assurance that the actions, events or results of the forward-looking statements
will occur or, if any of them do, what impact they will have on the merger. Many
of the factors that will determine our future results or the consummation of
merger are beyond our ability to control or predict. In light of the significant
uncertainties inherent in the forward-looking statements contained in this
report, readers should not place undue reliance on forward-looking statements,
which reflect management's views only as of the date on which the statements
were made. We cannot guarantee any future results, developments, performance or
achievements.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibit:
99.1 Press Release dated February 11, 2008.
SIGNATURE
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 thereunto duly authorized.
SUNCOM WIRELESS HOLDINGS, INC.
Dated: February 11, 2008 By: /s/ Eric Haskell
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Eric Haskell
Executive Vice President and
Chief Financial Officer
Exhibit 99.1
T-Mobile USA and SunCom Wireless Announce FCC Approval of Pending Merger
BELLEVUE, Wash. and BERWYN, Pa., - Feb. 11, 2008 - T-Mobile USA, Inc., and
SunCom Wireless Holdings, Inc. (NYSE: TPC) announced today that they have
received Federal Communications Commission (FCC) approval for the companies'
pending merger. This completes all required regulatory approvals for the
merger, and the companies expect to close the transaction by the end of
February. T-Mobile USA is a wholly owned subsidiary of Deutsche
Telekom AG (NYSE: DT).
"Combining the strength of T-Mobile's national network, top-ranked customer
service and rich personal communications products and services is an added
benefit to the more than one million customers served by SunCom," said Robert
Dotson, president and CEO of T-Mobile USA, Inc. "We very much appreciate the
FCC's speedy approval of this transaction."
"We appreciate the Commissioners' time and thoughtful review of the proposed
merger and are extremely pleased with their decision to approve the license
transfers," said Mike Kalogris, chairman and chief executive officer of SunCom
Wireless.
Announced Sept. 17, 2007, the definitive merger agreement provides for the
acquisition by T-Mobile USA of all of the outstanding shares of common stock of
SunCom, for an aggregate of approximately $2.4 billion in cash and assumed debt.
This includes cash payment of approximately $1.6 billion and $0.8 billion net
debt.
About T-Mobile USA, Inc.
Based in Bellevue, Wash., T-Mobile USA, Inc., is the U.S. operation of Deutsche
Telekom AG's (NYSE: DT) Mobile Communications Business, and a wholly owned
subsidiary of T-Mobile International, one of the world's leading companies in
mobile communications. By the end of the fourth quarter of 2007, 120 million
mobile customers were served by the mobile communication segments of the
Deutsche Telekom group -- 28.7 million by T-Mobile USA -- all via a common
technology platform based on GSM, the world's most widely used digital wireless
standard. T-Mobile's innovative wireless products and services help empower
people to connect effortlessly to those who matter most. Multiple independent
research studies continue to rank T-Mobile highest, in numerous regions
throughout the U.S. in wireless customer care. For more information, please
visit www.t-mobile.com. T-Mobile is a federally registered trademark of Deutsche
Telekom AG.
About SunCom Wireless Holdings, Inc.
SunCom Wireless Holdings, Inc., is a leader in offering digital wireless
communications services to consumers in the southeastern United States, Puerto
Rico and the U.S. Virgin Islands. With more than 1 million subscribers, SunCom
is committed to being a different kind of wireless company focused on treating
customers with respect, offering simple, straightforward plans and providing
access to the largest GSM network and the latest technology choices. SunCom
Wireless is a proud provider of Wireless AMBER Alerts. For more information
about SunCom products and services, visit www.suncom.com or call 877-CALL-SUN
(1-877-225-5786).
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Contact Information:
T-Mobile USA Media Relations
425-378-4002
Paige Layne
Manager of Corporate Communications
(704) 858-5119
media@suncom.com