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
October 16, 2008
Date of Report (Date of earliest event reported)
CLEARWIRE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-33349
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56-2408571 |
(State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
of incorporation)
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Identification No.) |
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4400 Carillon Point, |
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Kirkland, WA
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98033 |
(Address of principal executive offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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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 October 16, 2008, Clearwire Corporation (Clearwire) issued a press release announcing the
date of its special stockholders meeting to vote on its proposed transaction with Sprint Nextel
Corporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by
reference.
FORWARD-LOOKING STATEMENTS
This filing includes forward-looking statements that involve risk and uncertainties. These
forward-looking statements may include statements about Clearwires future financial and operating
performance and financial condition; proposed transactions; and strategic plans and objectives. The
words will, would, may, should, estimate, project, forecast, intend, expect,
believe, target, designed and similar expressions are intended to identify forward-looking
statements. Forward-looking statements are projections reflecting managements judgment and
assumptions based on currently available information and involve a number of risks and
uncertainties that could cause actual results to differ materially from those suggested by the
forward-looking statements.
Future performance cannot be assured. Actual results may differ materially from those in the
forward-looking statements due to a variety of factors, including, but not limited to the risks
referenced from time to time in Clearwires filings with the Securities and Exchange Commission,
including in the Form 10-K for the year ended December 31, 2007, in Part I, Item 1A, Risk
Factors, and the Form 10-Q for the quarter ended June 30, 2008 in Part II, Item 1A, Risk
Factors. Clearwire believes the forward-looking statements in this press release are reasonable;
however, you should not place undue reliance on forward-looking statements, which are based on
current expectations and speak only as of the date of this release. Clearwire is not obligated to
publicly release any revisions to forward-looking statements to reflect events after the date of
this release.
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 are included
in the registration statement and proxy statement/prospectus contained therein, filed with
the SEC. Those documents are available free of charge at the websites of the SEC
and Clearwire.