VM » Topics » (Former name, former address and former fiscal year, if changed since last report)

This excerpt taken from the VM 8-K filed Sep 29, 2009.

(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):

 

¨ 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.

On September 25, 2009, Virgin Mobile USA, L.P., the operating company of Virgin Mobile USA, Inc. (the “Company”), entered into a Letter Agreement (the “Letter Agreement”) with Sprint Spectrum, L.P. which amended the Amended and Restated PCS Services Agreement between the Company and Sprint Spectrum, L.P., dated October 16, 2007, as amended (the “PCS Services Agreement”). Pursuant to the Letter Agreement, Sprint will apply a discount to the total charges under the PCS Services Agreement for voice and data services for each monthly billing cycle from August 1, 2009 through December 31, 2009. As previously disclosed in the Company’s Current Report on Form 8-K dated July 27, 2009, the Company is party to a definitive transaction agreement with Sprint Nextel Corporation, an affiliate of Sprint Spectrum, L.P., in connection with the proposed acquisition of the Company by Sprint Nextel.


This excerpt taken from the VM 8-K filed Aug 10, 2009.

(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):

 

¨ 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))

 

 

 


This excerpt taken from the VM DEFA14A filed Jul 28, 2009.

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x 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 8.01 Other Events.

On July 28, 2009, Virgin Mobile USA, Inc. (the “Company”) announced that it has entered into an agreement whereby the Company will merge with Sprint Mozart, Inc., a newly formed wholly-owned subsidiary of Sprint Nextel Corporation. In connection with this announcement, the Company issued a press release which is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

This excerpt taken from the VM 8-K filed Jul 28, 2009.

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x 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 8.01 Other Events.

On July 28, 2009, Virgin Mobile USA, Inc. (the “Company”) announced that it has entered into an agreement whereby the Company will merge with Sprint Mozart, Inc., a newly formed wholly-owned subsidiary of Sprint Nextel Corporation. In connection with this announcement, the Company issued a press release which is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

This excerpt taken from the VM 10-Q filed May 11, 2009.

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ¨  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨    Smaller reporting company  ¨
     

(Do not check if a smaller

reporting company)

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

 

The number of shares of each of the registrant’s classes of common stock outstanding as of April 30, 2009 was as follows:

  

Class A common stock, par value $0.01 per share

   65,025,441

Class B common stock, par value $0.01 per share

   2

Class C common stock, par value $0.01 per share

   115,062

 

 

 


Table of Contents

Virgin Mobile USA, Inc.

This excerpt taken from the VM 8-K filed Apr 9, 2009.

(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):

 

¨ 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.

On April 7, 2009, the Company and Sprint Nextel entered into the Ninth Amendment (the “Ninth Amendment”) to the PCS Services Agreement. Under the terms of the Ninth Amendment, the Company will pay fixed, lower rates for domestic network usage for each minute of use each month exceeding a base amount, effective April 1, 2009. Beginning January 1, 2010, VMU will pay a fixed rate for messages, regardless of volume, but will no longer be eligible to receive a discount for messaging rates in 2010 based on aggregate payments for all usage during 2009. The Company will be eligible to receive a discount to existing rates for data services relative to aggregate payments for all usage during 2009. The Ninth Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Certain portions of the Amendment remain omitted in accordance with a request for confidential treatment that the Company has submitted to the Securities and Exchange Commission.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.

 

Description of Exhibit

10.1*   Ninth Amendment to Amended and Restated PCS Services Agreement (as amended, supplemented or otherwise modified from time to time), dated April 7, 2009 by and between Virgin Mobile USA, Inc. and Sprint Spectrum L.P.

 

* Certain portions have been omitted in accordance with a request for confidential treatment that the Company has submitted to the Securities and Exchange Commission. Omitted information has been filed separately with the Securities and Exchange Commission.


This excerpt taken from the VM 8-K filed Mar 13, 2009.

(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):

 

¨ 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 8.01. Other Events.

On December 23, 2008, Virgin Mobile USA, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) describing the Sixth Amendment (the “Sixth Amendment”) and the Seventh Amendment (the “Seventh Amendment” and, together with the Sixth Amendment, the “Amendments”) to the Amended and Restated PCS Services Agreement dated October 16, 2007 (as amended from time to time, the “PCS Services Agreement”) between the Virgin Mobile USA, L.P. and Sprint Spectrum, L.P., an affiliate of Sprint Nextel Corporation (“Sprint Nextel”), pursuant to which the Company and Sprint Nextel amended certain terms of the PCS Services Agreement.

The Company is filing this Form 8-K/A to amend the Original 8-K by replacing each of the Amendments that were attached thereto as Exhibits 10.1 and 10.2 with the versions of the Amendments attached hereto as Exhibits 10.1 and 10.2. The attached versions of the Amendments have been revised to disclose additional information previously omitted in accordance with a request for confidential treatment submitted to the Securities and Exchange Commission.

Certain portions of the Amendments remain omitted in accordance with a request for confidential treatment that the Company has submitted to the Securities and Exchange Commission.

 

Item 9.01. Financial Statements and Exhibits.

Item 9.01 of the Original 8-K is hereby amended and restated in its entirety as follows.

 

(d) Exhibits.

 

Exhibit No.

  

Description of Exhibit

10.1*    Sixth Amendment to Amended and Restated PCS Services Agreement (as amended, supplemented or otherwise modified from time to time), dated December 22, 2008 by and between Virgin Mobile USA, Inc. and Sprint Spectrum L.P.
10.2*    Seventh Amendment to Amended and Restated PCS Services Agreement (as amended, supplemented or otherwise modified from time to time), dated December 22, 2008 by and between Virgin Mobile USA, Inc. and Sprint Spectrum L.P.

 

Certain portions have been omitted in accordance with a request for confidential treatment that the Company has submitted to the Securities and Exchange Commission. Omitted information has been filed separately with the Securities and Exchange Commission.


This excerpt taken from the VM 8-K filed Mar 3, 2009.

(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):

 

¨ 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))


This excerpt taken from the VM 8-K filed Dec 23, 2008.

(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):

 

¨ 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))

 

 

 


This excerpt taken from the VM 8-K filed Nov 14, 2008.

(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):

 

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2008, Virgin Mobile USA, Inc. (the “Company”) announced that its Chief Financial Officer, John Feehan, will remain with the Company in his current position. As disclosed in the Company’s Current Report on Form 8-K filed September 17, 2008, Mr. Feehan had previously announced his intention to relocate to the Phoenix, Arizona area to become CFO of LifeLock®, a company engaged in identity theft protection.

In connection with this announcement, the registrant issued a press release, which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item 5.02 of this Current Report, including Exhibit 99.1 hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits.

The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:

 

Exhibit No.

 

Description of Exhibit

99.1   Press release issued November 14, 2008

 

2


This excerpt taken from the VM 10-Q filed Nov 12, 2008.

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨   Accelerated filer  ¨   Non-accelerated filer  x   Smaller reporting company  ¨
   

(Do not check if a smaller

reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    þ  No

The number of shares of each of the registrant’s classes of common stock outstanding as of October 31, 2008 was as follows:

 

Class A common stock, par value $0.01 per share

   53,707,076

Class B common stock, par value $0.01 per share

   1

Class C common stock, par value $0.01 per share

   115,062

 

 

 


Table of Contents

Virgin Mobile USA, Inc.

This excerpt taken from the VM 8-K filed Nov 10, 2008.

(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):

 

¨ 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))

 

 

 


This excerpt taken from the VM 8-K filed Nov 7, 2008.

(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):

 

¨ 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 9.01 Financial Statements and Exhibits.

 

(a) Financial statements of businesses acquired.

The audited Combined Financial Statements of Helio, Inc. and Helio LLC as of December 31, 2007 and 2006 and for the years ended December 31, 2007, 2006 and 2005 are attached hereto as Exhibit 99.1 and are incorporated herein by reference. The unaudited Combined Financial Statements of Helio, Inc. and Helio LLC as of and for the six months ended June 30, 2008 and 2007 are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

 

(b) Pro forma financial information.

The required pro forma financial information is contained in Exhibit 99.3 to this report, which is incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit No.

  

Description of Exhibit

23.1

   Consent of Independent Registered Public Accounting Firm

99.1

   Combined Financial Statements of Helio, Inc. and Helio LLC as of December 31, 2007 and 2006 and for the years ended December 31, 2007, 2006 and 2005

99.2

   Combined Financial Statements of Helio, Inc. and Helio LLC as of June 30, 2008 and for the six months ended June 30, 2008 and 2007

99.3

   Pro forma financial information relating to the acquisition of Helio LLC


This excerpt taken from the VM 8-K filed Sep 16, 2008.

(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):

 

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 16, 2008, pursuant to its acquisition of Helio LLC announced on August 22, 2008, and the related investment in the registrant by SK Telecom USA Holdings, Inc. (“SK Telecom”), the registrant announced that SK Telecom has designated Richard Chin and Sung Won Suh as members of the registrant’s Board of Directors. In connection with this announcement, the registrant issued a press release, which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item 5.02 of this Current Report, including Exhibit 99.1 hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:

 

Exhibit No.

  

Description of Exhibit

99.1    Press release issued September 16, 2008


This excerpt taken from the VM 10-Q filed Aug 14, 2008.

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨   Accelerated filer  ¨   Non-accelerated filer  x    Smaller reporting company  ¨
    (Do not check if a smaller reporting company)   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    þ  No

The number of shares of each of the registrant’s classes of common stock outstanding as of July 31, 2008 was as follows:

 

Class A common stock, par value $0.01 per share

   53,233,237

Class B common stock, par value $0.01 per share

   1

Class C common stock, par value $0.01 per share

   115,062

 

 

 


Table of Contents

Virgin Mobile USA, Inc.

This excerpt taken from the VM 8-K filed Aug 13, 2008.

(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):

 

¨ 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 2.02 Results of Operations and Financial Condition.

On August 13, 2008, the registrant issued a press release announcing its financial results for the three months ended June 30, 2008. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

All of the foregoing information, including Exhibit 99.1 hereto, is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

 

Exhibit No.

 

Description of Exhibit

99.1   Press release issued August 13, 2008.


This excerpt taken from the VM 8-K filed Jul 7, 2008.

(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):

 

¨ 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.

On July 3, 2008, Virgin Mobile, USA, L.P. (the “Company”) entered into a Master Services Agreement (the “Agreement”) with International Business Machines Corporation (“IBM”) for information technology operations and new applications development. The Agreement will govern the relationship between the Company and IBM from May 15, 2008 forward. The initial term of the Agreement is expected to be five years. The Company, in its sole discretion, has the right to extend the agreement for an additional term of one year.

Under the terms of the Agreement, IBM will provide information technology operations/infrastructure, application development and engineering services. IBM’s information technology operations/infrastructure services will include help desk and desk support, business problem resolution and support, server, storage and network management, operation of voice rating platforms, operation of data services applications and platforms, security management and service delivery.

IBM’s application development and engineering services will include the development of key applications, quality assurance of applications and infrastructure configuration, voice engineering, data services engineering and data management and warehousing (including business objects support). The Company will pay IBM through a combination of fixed and variable charges, with the variable charges fluctuating based on the Company’s actual need for services. Fees for operations and infrastructure will be based on certain specified items, such as the number of servers or workstations needed. In addition, the Company will pay for the network operations center on an hourly basis. Fees for application development and engineering services will be based on the number of labor hours provided on a monthly basis for application development and engineering activity as well as release frequency, data services engineering, voice engineering and data management/business intelligence services. Pricing will be adjusted relative to general economic indicators beginning in 2010.

The Company will retain certain auxiliary information technology functions, including managing the allocation of resources. The Company’s information technology group, including the Chief Information and Technology Officer, will be based in the Company’s Warren, NJ headquarters and will be responsible for information technology strategy and the Company’s relationship with IBM.

 


IBM will hire 44 current Company employees at their current compensation level and will retain these individuals to provide services to the Company for two years. The Company will be responsible for severance payments for those employees terminated prior to the date that is 30 months after IBM hires them.

The Company may terminate the Agreement for convenience on 180 days’ notice but must pay a fee as well as certain deferred transition costs. The Company may also be required to pay wind-down charges, including costs for terminating third-party vendors, non-cancelable lease payments, and severance payments for Company employees hired by IBM to provide services to Company. The Company may also terminate the agreement in the event that IBM fails to achieve specified service levels. In the case of termination for IBM’s failure to meet certain service levels or for a material breach of the Agreement, the Company would pay no termination fees or wind-down fees.

IBM will have the right to terminate the Agreement in the event of a failure by the Company to make timely payment of any fees due and payable.

In the event of termination by either party, upon the Company’s request, IBM is obligated to provide termination assistance services at agreed-upon pricing for no fewer than 12 months and no more than 15 months.

We expect to file the Agreement as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. Portions of the Agreement may be omitted in accordance with a request for confidential treatment that the Company expects to submit to the Securities and Exchange Commission.


This excerpt taken from the VM DEFA14A filed Jun 30, 2008.

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x 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))

 

 

 


This excerpt taken from the VM 8-K filed Jun 30, 2008.

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x 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))

 

 

 


This excerpt taken from the VM DEFA14A filed Jun 27, 2008.

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x 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 8.01 Other Events.

On June 27, 2008, Virgin Mobile USA, Inc. announced that it has entered into an agreement to, among other things, acquire Helio LLC. In connection with this announcement, the Company issued a press release, which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item 8.01 of this Current Report, including Exhibit 99.1 hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits.

 

Exhibit No.

  

Description of Exhibit

99.1    Press release issued June 27, 2008.

 


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