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): March 7, 2005
Triton PCS Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-15325 23-2974475
(State or other (Commission File Number) I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(Address Of Principal Executive Offices, Including Zip Code)
(610) 651-5900
(Registrant's Telephone Number, Including Area Code)
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:
|_| 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))
Item 1.01. Entry into a Material Definitive Agreement
SunCom Wireless Management Company, Inc. (formerly, Triton Management Company,
Inc.) entered into an employment agreement on March 7, 2005 with William A.
Robinson who has been serving as the company's Executive Vice President of
Operations. The Employment Agreement is being filed with this Form 8-K as
Exhibit 10.1. The following summary of the Employment Agreement is qualified by
reference to Exhibit 10.1 and the terms of Exhibit 10.1 are incorporated by this
reference.
Mr. Robinson has served as a member of the executive management group of the
company since March 1998. He was promoted to the position of Executive Vice
President, Operations in April 2004. The Employment Agreement sets forth certain
terms and conditions of Mr. Robinson's employment. The Employment Agreement
initially extends through February 3, 2006 and extends automatically for
successive one (1) year terms unless either party elects to terminate the
agreement. Mr. Robinson may terminate the Employment Agreement at any time upon
60 days' prior written notice, and immediately, for "good reason," as defined in
the agreement. The company may terminate the Employment Agreement at any time
upon 60 days' prior written notice, and immediately, for "cause," as defined in
the agreement.
Under the Employment Agreement, Mr. Robinson is entitled to an initial annual
base salary of $220,000, an annual performance-based bonus equal to an amount of
up to 75% of his base salary based upon the achievement of certain stated
objectives established from time to time by the Compensation Committee of the
Board of Directors of Triton PCS Holdings, Inc. and certain benefit programs
sponsored or maintained by the company for similarly situated senior officers.
Mr. Robinson's base salary may be increased (but not decreased) at the
discretion of the Compensation Committee at any time.
Generally, upon Mr. Robinson's involuntary termination without cause or the
non-renewal of the Employment Agreement by the company, Mr. Robinson becomes
entitled to the unpaid portion of any base salary, a prorated annual bonus, a
severance payment equal to Mr. Robinson's base salary at the time of termination
payable over a 12-month period and that portion of any unvested shares of
Triton's restricted stock that would have vested during the subsequent 12-month
period.
The company agreed to indemnify Mr. Robinson and hold him harmless to the
maximum extent permitted by applicable law, its certificate of incorporation or
its bylaws in the event he becomes a party to a claim, action or proceeding by
reason of his position with the company, provided such action is not the result
of Mr. Robinson's willful misconduct and/or gross negligence.
In accordance with the Employment Agreement, Mr. Robinson cannot compete with
the company or solicit employees or customers of the company for a period of two
(2) years following his termination from employment at any time and for any
reason. Mr. Robinson is also bound by confidentiality provisions provided in the
Employment Agreement.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Employment Agreement between SunCom Wireless Management Company,
Inc. and William A. Robinson.
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.
TRITON PCS HOLDINGS, INC.
Date: March 11, 2005 By: /s/David D. Clark
----------------------------
David D. Clark
Executive Vice President,
Chief Financial Officer and
Secretary