0000950123-11-057433.txt : 20110608 0000950123-11-057433.hdr.sgml : 20110607 20110608080053 ACCESSION NUMBER: 0000950123-11-057433 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110608 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20110608 DATE AS OF CHANGE: 20110608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwire Corp /DE CENTRAL INDEX KEY: 0001442505 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34196 FILM NUMBER: 11899953 BUSINESS ADDRESS: STREET 1: 4400 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 425-216-7600 MAIL ADDRESS: STREET 1: 4400 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FORMER COMPANY: FORMER CONFORMED NAME: New Clearwire CORP DATE OF NAME CHANGE: 20080811 8-K 1 v59385e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
June 8, 2011
Date of Report (Date of earliest event reported)
 
CLEARWIRE CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  1-34196
(Commission File Number) 		  56-2408571
(IRS Employer
Identification No.)
     
4400 Carillon Point,
Kirkland, WA
(Address of principal executive offices) 		  98033
(Zip Code)
Registrant’s telephone number, including area code: (425) 216-7600
(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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 7.01   Regulation FD Disclosure.
On June 1, 2011, Sprint Nextel Corporation, or Sprint, notified Clearwire Corporation, or Clearwire, of its election to surrender Class B voting shares to reduce its voting interest in Clearwire from approximately 54 percent to approximately 49.8 percent. This transaction does not reduce Sprint’s economic interest in Clearwire and its subsidiaries, which remains approximately 54 percent.
The Class B voting shares being surrendered by Sprint have full voting rights, but only nominal economic interests, which consist of the right to receive an amount equal to their $.0001 par value upon surrender. Sprint will continue to hold the same economic interest in the company immediately following the transaction by retaining all of its Class B interests in Clearwire’s operating subsidiary, Clearwire Communications, LLC, or Clearwire LLC.
Following the transaction, Clearwire will have 666,067,592 million Class B voting shares outstanding, and 743,481,026 million Class B interests of Clearwire LLC will remain outstanding. The transaction does not materially affect the parties’ rights under the Equityholders’ Agreement or the commercial agreements between Clearwire and Sprint. Sprint’s right to surrender Class B voting shares is more fully described in Clearwire’s Form 8-K filed on December 13, 2010.

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
         
  CLEARWIRE CORPORATION
 		  
Dated: June 8, 2011  By:   /s/ Broady R. Hodder    
    Broady R. Hodder   
    Senior Vice President and General Counsel