CLEARWIRE CORP /DE Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2009-12-21: Form 8-K; Period of report 2009-12-21; Description 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; 8.01 Other Events; Details 1.01.
- 2009-12-15: Form 8-K; Period of report 2009-12-09; Description 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; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; Details 1.01.
- 2009-12-09: Form 8-K; Period of report 2009-12-09; Description 8.01 Other Events; Details 8.01.
- 2009-12-08: Form 8-K; Period of report 2009-12-07; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2009-12-21 | 8-K | 2009-12-21 | 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; 8.01 Other Events | 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 Supplemental Indenture are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03. 8.01 On November 10, 2009, Clearwire Corporation (“Clearwire”) announced a new $1.564 billion round of equity financing, pursuant to which Clearwire received approximately $1.057 billion on November 13, 2009 in connection with the first investment closing. | v54444e8vk.htm |
| 2009-12-15 | 8-K | 2009-12-09 | 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; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | 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 Additional Notes are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03. 5.05 On December 11, 2009, the board of directors of Clearwire Corporation (the “Company”) approved amendments to the Code of Conduct and Ethics for the Company (the “Code of Conduct”), which applies to all directors, officers and employees of the Company. | v54356e8vk.htm |
| 2009-12-09 | 8-K | 2009-12-09 | 8.01 Other Events | 8.01 In connection with certain previously-disclosed financing transactions entered into by Clearwire Corporation (the “Company”), the unaudited pro forma condensed financial information of the Company attached as Exhibit 99.1 hereto has been prepared for inclusion in multiple Registration Statements on Form S-3 to be filed by the Company with respect to the registration of certain of its securities. | v54329e8vk.htm |
| 2009-12-08 | 8-K | 2009-12-07 | 7.01 Regulation FD Disclosure | 7.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, Press Release dated December 7, 2009. | v54327e8vk.htm |
| 2009-12-01 | 8-K | 2009-11-24 | 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; 8.01 Other Events | 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. 8.01 Clearwire Corporation announced on November 24, 2009 that Clearwire Escrow Corporation (the “Escrow Issuer”), an unrestricted subsidiary of Clearwire Communications LLC, has priced a supplemental offering of an additional $920,000,000 aggregate principal amount of 12% senior secured notes due 2015 at an issue price of 97.9%. | v54251e8vk.htm |
| 2009-11-25 | 8-K | 2009-11-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.02 On November 24, 2009, the Board of Directors of Clearwire Corporation (the “Company”) appointed William T. Morrow, the Company’s Chief Executive Officer, as a director of the Company, with the appointment effective immediately. 7.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, Press Release dated November 24, 2009. 8.01 The Company today announced the completion of the offering by its operating subsidiary, Clearwire Communications LLC (“Clearwire Communications”) of $1,600,000,000 aggregate principal amount of 12% senior secured notes due 2015 at an issue price of 97.921% (the “Notes”). | v54231e8vk.htm |
| 2009-11-19 | 8-K | 2009-11-19 | 8.01 Other Events | 8.01 Clearwire Corporation today announced that its operating subsidiary Clearwire Communications LLC has priced an offering of $1,600,000,000 aggregate principal amount 12% senior secured notes due 2015 at an issue price of 97.921% (up from the $1,450,000,000 proposed offering size announced on November 10, 2009). | v54132e8vk.htm |
| 2009-11-16 | 8-K | 2009-11-13 | 8.01 Other Events | 8.01 On November 10, Clearwire Corporation (the “Company”) announced a new $1.564 billion round of equity financing. | v54050e8vk.htm |
| 2009-11-10 | 8-K | 2009-11-10 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2009, Clearwire Corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2009. | v54051e8vk.htm |
| 2009-11-10 | 8-K | 2009-11-09 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On November 9, 2009, Clearwire Corporation (the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with Clearwire Communications LLC, a Delaware limited liability company (“Clearwire Communications”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Intel Corporation, a Delaware corporation (“Intel”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Time Warner Cable Inc., a Delaware corporation (“Time Warner Cable”), Eagle River Holdings, LLC, a Washington limited liability company (“Eagle River”), and Bright House Networks, LLC, a Delaware limited liability company (“Bright House” and, collectively with Sprint, Comcast, Time Warner Cable, Intel and Eagle River, the “Participating Equityholders”). 3.02 The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 3.02. 5.03 In order to ensure that the Company will have sufficient authorized but unissued shares of Class A Common Stock and Class B Common Stock for issuance in connection with the Private Placement and the Rights Offering, the Company’s board of directors approved the Charter Amendment, which was subsequently approved by written consent of the Participating Equityholders, to increase the number of shares of Class A Common Stock authorized for issuance from 1,300,000,000 shares to 1,500,000,000 shares, and to increase the number of shares of Class B Common Stock authorized for issuance from 750,000,000 shares to 1,000,000,000 shares. 7.01 On November 10, 2009, the Company issued a press release announcing the Private Placement and the Notes offering of Clearwire Communications and Clearwire Finance, LLC. 8.01 On November 10, 2009, the Company announced plans for the launch of an offering by Clearwire Communications and its subsidiary, Clearwire Finance LLC, of $1.45 billion of new Notes. | y80360e8vk.htm |
| 2009-11-05 | 8-K | 2009-11-05 | 7.01 Regulation FD Disclosure | 7.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, Press Release dated November 5, 2009. | v53913e8vk.htm |
| 2009-09-11 | 8-K | 2009-09-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Clearwire Corporation (the “Company”) previously disclosed the departure of David Sach from the position of Chief Financial Officer of the Company in a Form 8-K filed on September 3, 2009. | v53540e8vk.htm |
| 2009-09-03 | 8-K | 2009-08-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Erik E. Prusch was appointed as the new Chief Financial Officer of Clearwire Corporation (the “Company”) on August 31, 2009. | v53491e8vk.htm |
| 2009-08-31 | 8-K | 2009-08-31 | 7.01 Regulation FD Disclosure | 7.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, Press Release dated August 31, 2009. | v53452e8vk.htm |
| 2009-08-11 | 8-K | 2009-08-11 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 11, 2009, Clearwire Corporation (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2009. 7.01 The Company today released its 2008 unaudited quarterly pro forma condensed combined statements of operations. | v53303e8vk.htm |
| 2009-08-03 | 8-K | 2009-08-03 | 7.01 Regulation FD Disclosure | 7.01 Clearwire Corporation (the “Company”) hereby furnishes the information in Exhibit 99.1 hereto, Press Release dated August 3, 2009. | v53195e8vk.htm |
| 2009-07-21 | 8-K | 2009-07-21 | 7.01 Regulation FD Disclosure | 7.01 Clearwire Corporation (the “Company”) hereby furnishes the information in Exhibit 99.1 hereto, Press Release dated July 21, 2009. | v53039e8vk.htm |
| 2009-06-16 | 8-K | 2009-06-16 | 7.01 Regulation FD Disclosure | 7.01 Clearwire Corporation (the “Company”) hereby furnishes the information in Exhibit 99.1 hereto, Press Release dated June 16, 2009. | v52773e8vk.htm |
| 2009-05-19 | 8-K | 2009-05-18 | 8.01 Other Events | 8.01 This Current Report on Form 8-K is being filed by Clearwire Corporation (the “Company”) to update certain portions of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 26, 2009 (the “2008 Form 10-K”), to reflect the retrospective application upon adoption, effective January 1, 2009, of Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS No. 160”). | v52550e8vk.htm |
| 2009-05-13 | 8-K | 2009-05-08 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 2.02 On May 13, 2009, Clearwire Corporation (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2009. 5.02 Beginning on May 18, 2009, James Douthitt will join the Company in the role of Controller. 7.01 In a May 13, 2009 press release, the Company announced certain changes in its leadership team. | v52505e8vk.htm |
| 2009-04-06 | 8-K | 2009-03-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 31, 2009, Clearwire US LLC (“Clearwire US”), an indirect subsidiary of Clearwire Corporation (the “Company”), entered into a Customer Care and Billing Services Agreement (the “Agreement”) with Amdocs Software Systems Limited, effective immediately, under which Amdocs will provide a customized customer care and billing platform (the “Platform”) to Clearwire US and its subsidiaries and affiliates. | v51872e8vk.htm |
| 2009-04-03 | 8-K | 2009-03-30 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, on November 28, 2008, the Company completed the transactions contemplated by the Transaction Agreement and Plan of Merger (the “Transaction Agreement”), dated as of May 7, 2008 (as amended by Amendment No. 1 to the Transaction Agreement, dated as of November 21, 2008), by and among the former Clearwire Corporation (which, upon consummation of the transactions contemplated by the Transaction Agreement (the “Transactions”), became Clearwire Legacy LLC (“Old Clearwire”)), Sprint Nextel Corporation (“Sprint”), Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation. | y75735e8vk.htm |
| 2009-03-13 | 8-K | 2009-03-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 9, 2009, Clearwire Corporation (the “Company”) announced via press release that effective as of March 9, 2009, William T. Morrow, age 49, was named Chief Executive Officer of the Company and that Benjamin G. Wolff, the Company’s former Chief Executive Officer had assumed the title of Co-Chairman. | v51844e8vk.htm |
| 2009-03-09 | 8-K | 2009-03-09 | 7.01 Regulation FD Disclosure | 7.01 Clearwire Corporation (the “Company”) announced via press release that effective as of March 9, 2009, William T. Morrow, age 49, has been named Chief Executive Officer of the Company and that Benjamin G. Wolff, the Company’s former Chief Executive Officer, will assume the title of Co-Chairman. | v51775e8vk.htm |
| 2009-03-05 | 8-K | 2009-03-03 | 2.02 Results of Operations and Financial Condition; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.02 On March 5, 2009, Clearwire Corporation (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2008 and for the full year ended 2008. 5.03 On March 3, 2009, the Board of Directors of the Company approved an amendment (the “Amendment”) to Article 1, Section 1 (Date and Time of Annual Meeting) of the Company’s bylaws (the “Bylaws”), effective immediately. | v51718e8vk.htm |
| 2009-02-27 | 8-K | 2009-02-26 | 3.02 Unregistered Sales of Equity Securities | 3.02 As previously disclosed, on November 28, 2008, Clearwire Corporation (f/k/a New Clearwire Corporation) (the “Company”) consummated the transactions (the “Transactions”) contemplated by the Transaction Agreement and Plan of Merger, dated as of May 7, 2008, as amended (the “Transaction Agreement”), with Clearwire Legacy, LLC (f/k/a Clearwire Corporation) (“Old Clearwire”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Intel Corporation, a Delaware corporation (“Intel”), Google Inc., a Delaware corporation (“Google”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Time Warner Cable Inc., a Delaware corporation (“Time Warner Cable”), and Bright House Networks, LLC, a Delaware limited liability company (“Bright House” and, collectively with Google, Comcast, Time Warner Cable and Intel, the “Investors”). | v51687e8vk.htm |
| 2009-02-10 | 8-K | 2009-02-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 5, 2009, the Board of Directors of Clearwire Corporation (the “Company”) appointed Brian P. McAndrews as a director of the Company, with the appointment effective immediately. | v51460e8vk.htm |
| 2009-01-22 | 8-K | 2009-01-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 22, 2009, Clearwire Corporation (the “Company”) announced via press release that David Sach, age 47, will be named Chief Financial Officer of the Company effective February 2, 2009. | v51202e8vk.htm |
| 2009-01-21 | 8-K | 2009-01-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 At the January 14, 2009, meeting of the Board of Directors of Clearwire Corporation (the “Company”), Steven L. Elfman and Theodore H. Schell were appointed as directors of the Company, with the appointments effective immediately. | v51190e8vk.htm |
| 2009-01-06 | 8-K | 2009-01-06 | 7.01 Regulation FD Disclosure | 7.01 The Company hereby furnishes the information in Exhibit 99.1 hereto, Press Release dated January 6, 2009. | v51004e8vk.htm |