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
November 10, 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)) |
TABLE OF CONTENTS
Item 2.02. Results of Operation and Financial Condition.
On November 10, 2008, Clearwire Corporation (the Company) issued a press release announcing
its financial results for the third quarter ended September 30, 2008. A copy of the Companys
press release is attached as Exhibit 99.1 to this Form 8-K.
Item 8.01. Other Events.
See attached Press Release, at Exhibit 99.1
FORWARD-LOOKING STATEMENTS
This filing contains forward-looking statements that involve risks and uncertainties. These
forward-looking statements include statements about Clearwires future financial and operating
performance and financial condition, development and network launch plans, strategic plans and
objectives, 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 proposed transactions 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 WILL BE FILED WITH THE SEC
In connection with the proposed transactions with Sprint Nextel Corporation, Intel Corporation,
Google Inc., Comcast Corporation, Time Warner Cable Inc., and Bright House Networks, LLC, Clearwire
filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the SEC) on
October 17, 2008. The definitive proxy statement was mailed to stockholders on or about October
21, 2008. STOCKHOLDERS OF CLEARWIRE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT
CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTIONS.
Investors and security holders may obtain free copies of the definitive proxy statement and other
documents filed with the SEC by Clearwire through the web site maintained by the SEC at
www.sec.gov. Free copies of the definitive proxy statement and Clearwires other filings with the
SEC also may be obtained from Clearwire, by directing a request to Investor Relations at
(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.
Clearwire, and its directors and executive officers, may be deemed to be participants in the
solicitation of proxies from Clearwires stockholders with respect to the transactions contemplated
by the definitive agreement between Sprint, the Investors and Clearwire. Information regarding
Clearwires directors and executive officers is contained in Clearwires Annual Report on Form 10-K
for the year ended December 31, 2007 and its definitive proxy statement filed with the SEC on April
29, 2008 for its 2008 Annual Meeting of Stockholders, which are filed with the SEC. You can obtain
free copies of these documents from Clearwire using the contact information set forth above.
Additional information regarding interests of such participants is included in the definitive proxy
statement that was filed with the SEC and is available free of charge as indicated above.