Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 09 2013 - 4:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Clearwire
Corporation
(Exact name of registrant as specified in its charter)
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DELAWARE
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56-2408571
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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6200 Sprint Parkway
Overland Park, Kansas 66251
(855) 848-3280
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Clearwire Corporation 2003 Stock Option Plan
Clearwire Corporation 2007 Stock Compensation Plan
New Clearwire Corporation 2008 Stock Compensation Plan
(Full title of
the plan)
Charles R. Wunsch
Senior Vice President and General Counsel
Sprint Nextel Corporation
6200 Sprint Parkway
Overland Park, Kansas 66251
(855) 848-3280
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please address a copy of all communications to:
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Thomas H. Kennedy
Jeremy D. London
Skadden, Arps, Slate, Meagher & Flom
LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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Michael J. Egan
King & Spalding
1180 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 572-4600
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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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
Clearwire Corporation, a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to
Registration Statement No. 333-155867 (the “Registration Statement”), initially filed with the Securities and Exchange Commission on December 2, 2008, to deregister all unsold shares of the Registrant’s Class A Common
Stock, par value $0.0001 per share (the “Common Stock”), that were originally reserved for issuance under the Clearwire Corporation 2003 Stock Option Plan, the Clearwire Corporation 2007 Stock Compensation Plan and the New Clearwire
Corporation 2008 Stock Compensation Plan.
Pursuant to the Agreement and Plan of Merger, dated as of December 17, 2012,
as amended on April 18, 2013, May 21, 2013 and June 20, 2013 (the “Merger Agreement”), by and among the Registrant, Sprint Nextel Corporation, a Kansas corporation (“Sprint”), and Collie Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Sprint (“Merger Sub”), on July 9, 2013, Merger Sub was merged with and into the Registrant, with the Registrant continuing as the surviving corporation and a wholly owned
subsidiary of Sprint (the “Merger”). In connection with the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement.
In connection with the Merger Agreement and the Merger, and in accordance with an undertaking made by the Registrant in the Registration
Statement to remove from registration, by means of a post-effective amendment, any securities registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration any and
all securities registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bellevue, State of Washington, on this 9
th
day of July, 2013.
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Clearwire Corporation
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By:
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/s/ Hope Cochran
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Name:
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Hope Cochran
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Title:
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Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on July 9, 2013.
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Signature
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Title
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/s/ Charles R. Wunsch
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Director
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Name: Charles R. Wunsch
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/s/ Stefan K. Schnopp
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Director
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Name: Stefan K. Schnopp
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/s/ Timothy P. O’Grady
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Director
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Name: Timothy P. O’Grady
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/s/ Steve Elfman
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President
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Name: Steve Elfman
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(Principal Executive Officer)
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/s/ Hope Cochran
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Chief Financial Officer
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Name: Hope Cochran
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(Principal Financial Officer)
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/s/ Steve Ednie
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Chief Accounting Officer
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Name: Steve Ednie
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(Principal Accounting Officer)
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