-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P2Z0mFjES7PH1rXB1OeZiU3IED2tmJv6zclOpgAkLHBngAXU/U/DDvNZdgzMk61w yWb6pSr4/fpyZnmSvAR6Og== 0000821130-10-000043.txt : 20100820 0000821130-10-000043.hdr.sgml : 20100820 20100820094554 ACCESSION NUMBER: 0000821130-10-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100817 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events FILED AS OF DATE: 20100820 DATE AS OF CHANGE: 20100820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES CELLULAR CORP CENTRAL INDEX KEY: 0000821130 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 621147325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09712 FILM NUMBER: 101029078 BUSINESS ADDRESS: STREET 1: 8410 W BRYN MAWR AVE STREET 2: STE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733998900 MAIL ADDRESS: STREET 1: 8410 W BRYN MAWR AVE STREET 2: STE 700 CITY: CHICAGO STATE: IL ZIP: 60631 8-K 1 form8-k.htm 8-K form8-k.htm - Generated by SEC Publisher for SEC Filing

FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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 17, 2010

 

UNITED STATES CELLULAR CORPORATION
 (Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation or organization)

1-9712

(Commission

File Number)

62-1147325

(I.R.S. Employer Identification No.)

 

 

 

8410 West Bryn Mawr, Suite 700, Chicago, Illinois

(Address of principal executive offices)

60631

(Zip Code)

 

Registrant’s telephone number, including area code:  (773) 399-8900

 

 

Not Applicable

(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):

 

¨

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.

 

See disclosure under Item 8.01 — Other Events, which is incorporated herein to the extent applicable.

 

 

Item 2.03.               Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

See disclosure under Item 8.01 — Other Events, which is incorporated herein to the extent applicable.

 

 

Item 8.01.               Other Events.

 

On August 17, 2010, United States Cellular Corporation (the “Company”) and Amdocs Software Systems Limited (“Amdocs”) entered into a Software License and Maintenance Agreement (“SLMA”) and a Master Service Agreement (“MSA”) (collectively, the “Agreements”) to develop a Billing and Operational Support System (“BSS/OSS”) with a new point-of-sale system to consolidate billing on one platform.

 

Under the Agreements, Amdocs will license to the Company certain ordering, customer relationship management, revenue management and billing software (the “Licensed Systems”) relating to the BSS/OSS system.

 

The implementation of the Licensed Systems will commence on September 1, 2010, and is expected to take approximately two years to complete.  After the parties document the Company’s detailed requirements for the Licensed Systems (which is estimated for completion during the first seven months), if the fees require an adjustment in excess of a specified amount, the Company may terminate the project.

 

The Agreements contain detailed terms governing license fees, professional services fees and ongoing maintenance fees, including discounts and credits, as well as fees and rates for additional licenses and services that may be requested by the Company.  The payments include $4.8 million to be paid by the Company as of the execution of the Agreement.  In addition, some of the fees remain at risk based upon the Company’s success or failure in achieving certain business metrics after implementing the Licensed Systems.  The total estimated amounts to be paid to Amdocs with respect to the Agreements through delivery of the BSS/OSS system is $73 million.  The Company also is committed to purchase maintenance for seven years at $4.6 million per year (or a total of $32.4 million).

 

The Agreements are master-type agreements pursuant to which the Company and Amdocs will enter into License and Maintenance Orders (pursuant to the SLMA) and Statements of Work (pursuant to the MSA).  Accordingly, neither of the Agreements has a fixed term and is terminable only as provided therein. 

 

 

SIGNATURES

 

 

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, thereto duly authorized.

 

 

 

 

 

 

United States Cellular Corporation

(Registrant)

 

 

Date:

August 20, 2010

 

 

By:

/s/ Steven T. Campbell

 

Steven T. Campbell

Executive Vice President — Finance,

Chief Financial Officer and Treasurer

 

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