CLEARWIRE CORP /DE Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-07-09: Form 8-K; Period of report 2013-07-09; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2013-07-09: Form 8-K; Period of report 2013-07-08; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 8.01.
- 2013-07-05: Form 8-K; Period of report 2013-07-05; Description 8.01 Other Events; Details 8.01.
- 2013-06-27: Form 8-K; Period of report 2013-06-26; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-07-09 | 8-K | 2013-07-09 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 The information set forth in the Introduction above is incorporated herein by reference. 3.01 As a result of the Merger, all shares of the Company’s Class A Common Stock were cancelled and were converted into the right to receive the Merger Consideration. 3.03 As a result of the consummation of the Merger on July 9, 2013, each outstanding share of the Company’s Class A Common Stock was converted into the right to receive the Merger Consideration. 5.01 The information set forth in the Introduction above and Item 5.02 below is incorporated herein by reference. 5.02 In connection with, and effective as of, the consummation of the Merger, all of the directors of the Company resigned from their positions as directors of the Company. 5.03 At the effective time of the Merger, the certificate of incorporation and bylaws of the Company, each as in effect immediately prior to the effective time of the Merger, were amended in their entirety in accordance with the terms of the Merger Agreement and became the certificate of incorporation and bylaws, respectively, of the surviving corporation under the Merger. 8.01 On July 9, 2013, the Company issued a press release announcing the consummation of the Merger. | d565809d8k.htm |
| 2013-07-09 | 8-K | 2013-07-08 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 8.01 On July 8, 2013, Clearwire issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | d565176d8k.htm |
| 2013-07-05 | 8-K | 2013-07-05 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated July 5, 2013 and in Exhibit 99.2 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on July 5, 2013. | a201307058-k.htm |
| 2013-06-27 | 8-K | 2013-06-26 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on June 26, 2013. | a201306278-k.htm |
| 2013-06-25 | 8-K | 2013-06-25 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on June 25, 2013. | a201306258-k.htm |
| 2013-06-24 | 8-K | 2013-06-24 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated June 24, 2013 and in Exhibit 99.2 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on June 24, 2013. | a201306248-k.htm |
| 2013-06-21 | 8-K | 2013-06-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d557513d8k.htm |
| 2013-06-20 | 8-K | 2013-06-20 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated June 20, 2013, in Exhibit 99.2 hereto, a joint press release with Sprint Nextel Corporation ("Sprint") dated June 20, 2013 and in Exhibit 99.3 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on June 20, 2013. | a201306208-k.htm |
| 2013-06-13 | 8-K | 2013-06-13 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on June 13, 2013. | a201306138-k.htm |
| 2013-06-13 | 8-K | 2013-06-12 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated June 12, 2013 and in Exhibit 99.2 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on June 12, 2013. | d553627d8k.htm |
| 2013-06-03 | 8-K | 2013-06-03 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on June 3, 2013. | a201306038-k.htm |
| 2013-05-31 | 8-K | 2013-05-30 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated May 30, 2013 and in Exhibit 99.2 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on May 30, 2013. | a201305308-k.htm |
| 2013-05-29 | 8-K | 2013-05-29 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated May 29, 2013 and in Exhibit 99.2 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on May 29, 2013. | a201305288-k2.htm |
| 2013-05-28 | 8-K | 2013-05-28 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated May 28, 2013 and in Exhibit 99.2 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on May 28, 2013. | a201305288-k.htm |
| 2013-05-22 | 8-K | 2013-05-22 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, an email communication to Clearwire employees from the Company's human resources department, on May 22, 2013. | a201305228k2.htm |
| 2013-05-22 | 8-K | 2013-05-22 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On May 22, 2013, Clearwire issued a press release announcing that its Board of Directors and the Special Committee of the Board each approved the revised offer from Sprint. | a201305228-k.htm |
| 2013-05-21 | 8-K | 2013-05-21 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated May 21, 2013 and in Exhibit 99.2 hereto, an email communication to Clearwire employees, on May 21, 2013. | a201305218-k2.htm |
| 2013-05-21 | 8-K | 2013-05-21 | 8.01 Other Events | 8.01 On May 21, 2013, Clearwire Corporation (“Clearwire” or the "Company") confirmed that it has received a revised offer from Sprint Nextel Corporation ("Sprint") to acquire the approximately 50 percent stake in the Company it does not currently own for $3.40 per share. | adjournment.htm |
| 2013-05-16 | 8-K | 2013-05-16 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated May 16, 2013 and in Exhibit 99.2 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on May 16, 2013. | a201305168-k.htm |
| 2013-05-14 | 8-K | 2013-05-14 | 8.01 Other Events | 8.01 On May 14, 2013, Clearwire Corporation (the “Company”) provided Clearwire non-executive employees with updated retention statements that detail the potential retention and severance benefits that would be payable upon the closing of the proposed merger with Sprint and/or if employment is terminated under certain circumstances. | a201305148-k.htm |
| 2013-05-13 | 8-K | 2013-05-13 | 8.01 Other Events | 8.01 Clearwire Corporation (the “Company”) hereby furnishes the information in Exhibit 99.1 hereto, a letter to shareholders dated May 13, 2013; in Exhibit 99.2 hereto, a press release dated May 13, 2013; and in Exhibit 99.3 hereto, an email communication to Company employees by Erik Prusch, President and Chief Executive Officer, on May 13, 2013. | d534204d8k.htm |
| 2013-05-10 | 8-K | 2013-05-10 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated May 10, 2013 and in Exhibit 99.2 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on May 10, 2013. | d537625d8k.htm |
| 2013-05-06 | 8-K | 2013-05-06 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a letter to shareholders dated May 6, 2013, in Exhibit 99.2 hereto, a press release dated May 6, 2013 and in Exhibit 99.3 hereto, an email communication to Clearwire employees by Erik Prusch, President and Chief Executive Officer, on May 6, 2013. | a201305068-k.htm |
| 2013-05-02 | 8-K | 2013-05-02 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, an email communication to Clearwire employees by Broady Hodder, General Counsel and Sr. Vice President, on May 1, 2013. | a201305028-k.htm |
| 2013-05-01 | 8-K | 2013-05-01 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 On May 1, 2013, Clearwire Communications LLC (“Clearwire Communications”) and Clearwire Finance, Inc. (“Clearwire Finance” and, together with Clearwire Communications, the “Issuers”) issued $80,000,000 aggregate principal amount of 1.00% Exchangeable Notes due 2018 (the “Notes”) to Sprint Nextel Corporation pursuant to an Indenture, dated as of March 1, 2013 (the “Indenture”), by and among the Issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee. 8.01 Clearwire Corporation (the “Company”) hereby furnishes the information in Exhibit 99.1 hereto, the investor presentation dated May 1, 2013. | a201305018-k.htm |
| 2013-04-26 | 8-K | 2013-04-26 | 8.01 Other Events | 8.01 On April 26, 2013 Clearwire Corporation (the “Company”) hereby furnishes the information in Exhibit 99.1 hereto, the transcript of the earnings call on April 25, 2013. | a201304268ktranscript.htm |
| 2013-04-25 | 8-K | 2013-04-25 | 2.02 Results of Operations and Financial Condition | 2.02 On April 25, 2013 Clearwire Corporation (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2013. | q12013coverandsignaturepage.htm |
| 2013-04-17 | 8-K | 2013-04-16 | 8.01 Other Events | 8.01 Clearwire Corporation (“Clearwire”) hereby furnishes the information in Exhibit 99.1 hereto, an email communication to Clearwire employees by Erik Prusch, President and CEO, on April 16, 2013. | d522988d8k.htm |
| 2013-04-01 | 8-K | 2013-04-01 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 On April 1, 2013, Clearwire Communications LLC (“Clearwire Communications”) and Clearwire Finance, Inc. (“Clearwire Finance” and, together with Clearwire Communications, the “Issuers”) issued $80,000,000 aggregate principal amount of 1.00% Exchangeable Notes due 2018 (the “Notes”) to Sprint Nextel Corporation pursuant to an Indenture, dated as of March 1, 2013 (the “Indenture”), by and among the Issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee. 8.01 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. | d514591d8k.htm |
| 2013-03-28 | 8-K | 2013-03-28 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, an email communication to Clearwire employees by Erik Prusch, President and CEO, on March 28, 2013. | a20130328aprildraw8-k.htm |
| 2013-03-28 | 8-K | 2013-03-28 | 8.01 Other Events | 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated March 28, 2013. | a20130328aprildraw8-k.htm |
| 2013-03-01 | 8-K | 2013-03-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosures under Item 1.01 of this Current Report on Form 8-K relating to the Indenture and the Notes are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03. | a201203018-kindenture.htm |
| 2013-02-27 | 8-K | 2013-02-27 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated February 27, 2013, and in Exhibit 99.2 hereto, an email communication to Clearwire employees by Erik Prusch, President and CEO, on February 27, 2013. | a20120227marchdraw8k.htm |
| 2013-02-12 | 8-K | 2013-02-12 | 2.02 Results of Operations and Financial Condition | 2.02 On February 12, 2013 Clearwire Corporation (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2012. | q42012coverandsignaturepage.htm |
| 2013-02-01 | 8-K | 2013-01-31 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, a press release dated February 1, 2013 and in Exhibit 99.2 hereto, an email communication to Clearwire employees by Erik Prusch, President and CEO, on February 1, 2013. | d477146d8k.htm |
| 2013-01-30 | 8-K | 2013-01-29 | 8.01 Other Events | 8.01 On January 29, 2013, Clearwire Corporation (the “Company”) provided Clearwire employees with a retention statement that details the potential retention and severance benefits that would be payable upon the closing of the proposed merger with Sprint and/or if employment is terminated under certain circumstances. | a20130129retentionstatement.htm |
| 2013-01-23 | 8-K | 2013-01-23 | 8.01 Other Events | 8.01 Clearwire Corporation (the “Company”) hereby furnishes the information in Exhibit 99.1 hereto, the email communication to Clearwire employees from the Company’s human resources department, on January 23, 2013. | d472313d8k.htm |
| 2013-01-09 | 8-K | 2013-01-02 | 8.01 Other Events | 8.01 Clearwire Corporation (the “Company”) hereby furnishes the information in Exhibit 99.1 hereto, the press release dated January 8, 2013 and in Exhibit 99.2 hereto, an email communication to Clearwire employees by Erik Prusch, President and CEO, on January 8, 2013. | d460539d8k.htm |