8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 15, 2005

SYNIVERSE HOLDINGS, INC.

SYNIVERSE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware Delaware	001-32432 333-88168	30-0041666 06-1262301
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Tampa City Center, Suite 700

Tampa, Florida 33602

Telephone: (813) 273-3000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

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 August 15, 2005, Syniverse Holdings, Inc. and Syniverse Technologies, Inc. amended the underwriting agreement that they entered into in connection with the initial public offering of Syniverse Holdings, Inc.’s common stock solely to extend the post-IPO lock-up period until 11:59 PM (Eastern Daylight Time) on October 10, 2005. Syniverse Holdings, Inc.’s directors, officers and stockholders who entered into lock-up agreements in connection with the IPO all agreed to the same extension.

ITEM 8.01. Other Events

On August 15, 2005, Syniverse Technologies, Inc. (“Syniverse”), a wholly-owned subsidiary of Syniverse Holdings, Inc., issued a press release announcing that, subject to market and other conditions, it intends to offer an aggregate of approximately $150 million of senior subordinated notes due 2013 in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933. Syniverse intends to use the net proceeds from the offering to repurchase its outstanding 12¾% senior subordinated notes due 2009 pursuant to a previously announced tender offer and to pay related fees and expenses.

ITEM 9.01. Financial Statements and Exhibits

Exhibit No.	Description
10.1	Second Amendment to Underwriting Agreement dated August 15, 2005
99.1	Press release issued by Syniverse Technologies, Inc. on August 15, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

Dated: August 15, 2005

SYNIVERSE HOLDINGS, INC.

(Registrant)

/s/ Raymond L. Lawless

Raymond L. Lawless

Chief Financial Officer and Secretary

SYNIVERSE TECHNOLOGIES, INC.

(Registrant)

/s/ Raymond L. Lawless

Raymond L. Lawless

Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1*	Second Amendment to Underwriting Agreement dated August 15, 2005
99.1*	Press release issued by Syniverse Technologies, Inc. on August 15, 2005.

* Filed herewith electronically.

EX-10.1

Exhibit 10.1

17,620,000 Shares

SYNIVERSE HOLDINGS, INC.

Common Stock

SECOND AMENDMENT TO UNDERWRITING AGREEMENT

August 15, 2005

LEHMAN BROTHERS INC.

GOLDMAN, SACHS & CO.

BEAR, STEARNS & CO. INC.

DEUTSCHE BANK SECURITIES INC.

ROBERT W. BAIRD & CO. INCORPORATED

FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

RAYMOND JAMES & ASSOCIATES, INC.,

As Representatives of the several

  Underwriters named in Schedule 1 to the Underwriting Agreement,

c/o Lehman Brothers Inc.

605 Third Avenue

New York, New York 10158

Dear Sirs:

Reference is made to that certain Underwriting Agreement, dated February 9, 2005 (as amended, the “Underwriting Agreement”), by and among Syniverse Holdings, Inc., a Delaware corporation (the “Company”), Syniverse Technologies, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (the “Principal Subsidiary”), certain stockholders of the Company named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), and the several Underwriters listed in Schedule 1 to the Underwriting Agreement (the “Underwriters”), pursuant to which the Company sold an aggregate of 17,620,000 shares of the Company’s common stock, par value $0.001 per share, to the Underwriters. The Company, the Principal Subsidiary, the Selling Stockholders and the Underwriters wish to amend the Underwriting Agreement in accordance with the terms of this amendment to the Underwriting Agreement (this “Amendment”). Capitalized terms used and not defined in this Amendment shall have the respective meanings ascribed to them in the Underwriting Agreement.

In consideration for good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment hereby agree that the phrase “For a period of 180 days from the date of the Prospectus” that appears at the beginning of Section 6(i) of the Underwriting Agreement shall be deleted in its entirety and replaced with the phrase “Until 11:59 p.m., Eastern Daylight Time, on October 10, 2005”.

Except as expressly modified by this Amendment, the Underwriting Agreement is unmodified and this Amendment shall not impair the full force and effect of the Underwriting Agreement.

[Signature pages follow]

2

If the foregoing correctly sets forth the Amendment to the Underwriting Agreement among the Company, the Principal Subsidiary, the Selling Stockholders and the Underwriters, please indicate your acceptance in the space provided for that purpose below.

Very truly yours,
SYNIVERSE HOLDINGS, INC.
By:	/s/ Raymond L. Lawless
SYNIVERSE TECHNOLOGIES, INC.
By:	/s/ Raymond L. Lawless
The Selling Stockholders named in Schedule 2 to the Underwriting Agreement
By:	/s/ Robert F. Garcia
	Attorney-in-Fact

Accepted:

LEHMAN BROTHERS INC.

GOLDMAN, SACHS & CO.

BEAR, STEARNS & CO. INC.

DEUTSCHE BANK SECURITIES INC.

ROBERT W. BAIRD & CO. INCORPORATED

FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

RAYMOND JAMES & ASSOCIATES, INC.

For themselves and as Representatives

of the several Underwriters named

in Schedule 1 to the Underwriting Agreement

By:	LEHMAN BROTHERS INC.
By:	/s/ Joseph P. Coleman
GOLDMAN, SACHS & CO.
By:	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Jim Huseby
	+1.813.273.3000

Syniverse Technologies Announces

Senior Subordinated Notes Offering

Tampa, Fla. – August 15, 2005 – Syniverse Technologies Inc., a wholly owned subsidiary of Syniverse Holdings, Inc. (NYSE: SVR), announced today that, subject to market and other conditions, it intends to offer an aggregate of approximately $150 million of senior subordinated notes due 2013 in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933. Syniverse intends to use the net proceeds from the offering to repurchase its outstanding 12 ³/4% senior subordinated notes due 2009 pursuant to a previously announced tender offer and to pay related fees and expenses.

The senior subordinated notes have not been and will not be registered under the Securities Act of 1933 or the securities laws of any state, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any security.

Cautions about Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company’s plans, intentions and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.

Syniverse Technologies •One Tampa City Center, Suite 700, Tampa, FL 33602 • Tel +1 888.724.3579 • Outside North America +1 813.209.5944

www.syniverse.com