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): June 21, 2007
SunCom Wireless Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-15325 23-2974475
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) 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:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On January 31, 2007, in connection with our previously-disclosed debt-for-equity
exchange transaction, we entered into an agreement with a wholly-owned
subsidiary for the primary purpose of implementing a 1-for-10 reverse stock
split (accomplished through a merger with the wholly-owned subsidiary)
immediately prior to the exchange transaction to ensure sufficient authorized
shares of Class A common stock were available for the exchange transaction. As
previously disclosed, the reverse stock split and the exchange transactions
both closed on May 15, 2007.
The reverse stock split agreement also provided for the potential issuance of
additional shares to holders of Class A common stock immediately prior to the
merger in the event we did not take certain steps with respect to a potential
sale of the company. On or about June 21, 2007, the actions contemplated by the
reverse stock split agreement had occurred and, therefore, as long as our board
of directors does not terminate the sale transaction process before September
21, 2007 (other than by a vote of at least 90% of the board of directors), this
contingent right to receive additional shares will terminate in accordance with
the terms of the reverse stock split agreement. If our board of directors
decides to terminate the sale process by vote of a majority of less than 90% of
the board, then we would be required to issue 0.014451 shares of Class A common
stock on a post-split basis for each share of Class A common stock on a
pre-split basis held immediately prior to the merger, or approximately 1.0
million shares in the aggregate.
On July 11, 2007, we issued a press release announcing that trading of our
Class A common stock will resume on the New York Stock Exchange on Friday,
July 13, 2007, under the symbol "TPC". A copy of the press release is attached
as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
99.1 Press Release dated July 11, 2007.
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 hereunto duly authorized.
SUNCOM WIRELESS HOLDINGS, INC.
Date: July 11, 2007 By:/s/ Eric Haskell
---------------------------------
Eric Haskell
Executive Vice President and
Chief Financial Officer
Exhibit 99.1
[SUNCOM LOGO]
MEDIA CONTACTS:
Rose B. Cummings, APR
Executive Director of Corporate
Communications
(704) 858-5199
media@suncom.com
or
Denise DesChenes/Kara Findlay
Sard Verbinnen & Co
(212) 687-8080
ANALYST CONTACT:
Steven M. Somers, CFA
Executive Director of Investor
Relations
& Corporate Development
(610) 651-5900
ssomers@suncom.com
SUNCOM WIRELESS TO RESUME TRADING ON NYSE
BERWYN, Pa., July 11, 2007 - SunCom Wireless Holdings, Inc. today announced the
company's Class A common stock will resume trading on the New York Stock
Exchange (NYSE) under the ticker symbol "TPC," effective Friday, July 13, 2007.
Following SunCom's appeal of the NYSE's December 19, 2006 suspension of
trading, NYSE Regulation recommended, and the NYSE Regulation Board of
Directors' Committee for Review determined, that trading of SunCom's Class A
common stock on the NYSE should resume. SunCom Wireless shares have been
trading on the OTC Bulletin Board most recently under the ticker symbol "SCWH"
since the suspension, which was based on a determination of non-compliance
with NYSE's market capitalization standard.
Michael E. Kalogris, chairman and chief executive officer of SunCom Wireless,
said, "I am thrilled SunCom Wireless is again trading on the New York Stock
Exchange. This marks yet another milestone in the transformation SunCom began
in early 2006. Since then we have seen five straight quarters of growth in all
of our key metrics, including subscribers, revenues, ARPU and cash flow. This
progress demonstrates both SunCom's successful implementation of our business
strategy, as well as our employees' deep commitment to providing outstanding
service to more than 1 million wireless subscribers in the southeastern portion
of the United States, Puerto Rico and U.S. Virgin Islands."
Kalogris continued, "We expect this organic growth to continue, supported by
our significantly improved financial stability and flexibility resulting from
our recent debt-for-equity exchange and under the leadership of our newly
constituted board of directors, who bring deep financial and telecom operations
experience. Combined, these factors effectively position us for operational
success in the near- and long-term."
About SunCom Wireless
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 Wireless 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 Wireless products and services,
visit http://www.suncom.com or call 877-CALL-SUN (1-877-225-5786).
Forward-Looking Statements
Statements in this press release regarding SunCom Wireless's business that are
not historical facts may be forward-looking statements. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions.
Important factors that could cause actual results to differ materially from
any such forward-looking statements are identified in SunCom's final
prospectus dated June 19, 2007 and other documents SunCom Wireless files from
time to time with the U.S. Securities and Exchange Commission.
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