UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
September 19, 2008
Date of Report (Date of earliest event reported)
CLEARWIRE CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
1-33349
|
|
56-2408571 |
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
of incorporation)
|
|
|
|
Identification No.) |
|
|
|
4400 Carillon Point, |
|
|
Kirkland, WA
|
|
98033 |
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (425) 216-7600
(Former name or former 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):
þ |
|
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 September 19, 2008, Ben Wolff, the Chief Executive Officer of Clearwire Corporation
(Clearwire), who will also serve as the Chief Executive Officer of New Clearwire Corporation,
sent an email regarding proposed executive officer appointments of New Clearwire Corporation to all
employees of Clearwire, as well as the employees of the XOHM division of Sprint Nextel Corporation.
A copy of the email is attached hereto as Exhibit 99.1 and is incorporated by reference.
FORWARD-LOOKING STATEMENTS
This filing contains forward-looking statements that involve
risks and uncertainties. These forward-looking statements may include statements
about Clearwires future financial structure, uses of cash and proposed transactions. Actual
results may differ materially from those stated in any forward-looking statements based on a number
of factors, including the risk that the transactions described above are not consummated; as well
as the other risks identified in Clearwires filings with the SEC, including, but not limited to,
its Annual Report on Form 10-K for the year ended December 31, 2007 and Quarterly Reports on Form
10-Q, copies of which may be obtained by contacting Clearwires Investor Relations department at
(425) 216-4735 or at Clearwires web site at www.clearwire.com. We undertake no duty to update any
forward-looking statement to conform the statement to actual results or changes in Clearwires
expectations after the date of these filings.
Important Additional Information About This Transaction
In connection with the proposed transaction with Sprint Nextel Corporation, Intel Corporation,
Google Inc., Comcast Corporation, Time Warner Cable Inc., and Bright House Networks, LLC, Clearwire
filed a proxy statement with the SEC. CLEARWIRE SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED TRANSACTIONS. The final proxy
statement/prospectus will be mailed to shareholders of Clearwire. Investors and security holders
will be able to obtain the documents free of charge at the SECs web site, www.sec.gov, or by
directing a request to Clearwire Investor Relations at investorrelations@clearwire.com or (425)
216-4735. In addition, investors and security holders may access copies of the documents filed
with the SEC by Clearwire on Clearwires website at www.clearwire.com, when they become available.
Participants in Solicitation
Sprint, Clearwire and their respective directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transactions. Information concerning Sprints participants is set forth in the
proxy statement dated March 27, 2008 for Sprints 2008 annual meeting of shareholders as filed with
the SEC on Schedule 14A. Information concerning Clearwires participants is set forth in the proxy
statement dated April 29, 2008 for Clearwires annual meeting of stockholders as filed with the SEC
on Schedule 14A. Additional information regarding the interests of participants of Sprint and
Clearwire in the solicitation of proxies in respect of the proposed transactions will be included
in the registration statement and proxy statement/prospectus contained therein, to be filed with
the SEC. Once filed, those documents will be available free of charge at the websites of the SEC
and Clearwire.