-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
UNITED STATES
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) December 10, 2007
SunCom Wireless Holdings, Inc.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-15325 23-2974475
------------------------ ----------------------- -----------------------
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
-------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
(610) 651-5900
-------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
-------------------------------------------------------------------------------
(Former name or 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 8.01. Other Events.
At a special meeting of stockholders on December 10, 2007, our stockholders
approved the adoption of the agreement and plan of merger, dated September 16,
2007, by and among us, T-Mobile USA, Inc. and Tango Merger Sub, Inc., a
wholly-owned subsidiary of T-Mobile USA. This proposal passed with the required
majority of our outstanding shares. A copy of the press release announcing the
special meeting results is attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibit:
99.1 Press release dated December 10, 2007.
SIGNATURE
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 thereunto duly authorized.
SUNCOM WIRELESS HOLDINGS, INC.
Dated: December 10, 2007 By:/s/ Harry Roessner
------------------------------------------
Harry Roessner
Vice President and Controller
Exhibit 99.1
[SunCom Logo]
December 10, 2007
MEDIA CONTACT: Paige Layne
Manager of Corporate Communications
(704) 858-5119
media@suncom.com
ANALYST CONTACT: Steven M. Somers, CFA
Executive Director of Investor Relations
& Corporate Development
(610) 651-5900
ssomers@suncom.com
SunCom Wireless Announces Special Meeting Voting Results
Stockholders Approve Adoption of Agreement and Plan of Merger with T-Mobile USA
BERWYN, Pa. - SunCom Wireless Holdings, Inc. (NYSE: TPC) stockholders today
approved at a special meeting the adoption of the Agreement and Plan of Merger,
dated September 16, 2007, by and among SunCom Wireless Holdings, Inc., T-Mobile
USA, Inc. and Tango Merger Sub, Inc. This proposal passed with the required
majority of the outstanding SunCom shares.
Consummation of the merger remains subject to satisfaction of the conditions
contained in the merger agreement, including without limitation approval of the
Federal Communications Commission ("FCC"), and the merger agreement does not
require T-Mobile to close the transaction before April 15, 2008. The parties
are actively working to obtain the necessary FCC approval, and currently
anticipate that the merger will close no later than April 2008.
About SunCom Wireless
SunCom Wireless is a leader in offering digital wireless communications services
to consumers in the Southeastern United States, Puerto Rico and the U.S. Virgin
Islands. With more than 1 million subscribers, SunCom Wireless is committed to
being a different kind of wireless company focused on treating customers with
respect, offering simple, straightforward plans and providing access to the
largest GSM network and the latest technology choices. SunCom Wireless is a
proud provider of Wireless AMBER Alerts. For more information about SunCom
Wireless products and services, visit www.suncom.com or call 877-CALL-SUN
(1-877-225-5786).
Forward Looking Statements
This press release contains forward-looking statements that reflect the current
views of SunCom Wireless's management with respect to future events.
Forward-looking statements are based on current plans, estimates and
projections. You should consider them with caution. Such statements are subject
to risks and uncertainties, most of which are difficult to predict and are
generally beyond SunCom Wireless's control, including those described in the
sections "Forward-Looking Statements" and "Risk Factors" of SunCom Wireless's
Form 10-K reports filed with the U.S. Securities and Exchange Commission, copies
of which may be obtained by contacting the investor relations department of
SunCom Wireless via its website at www.suncom.com. Among the relevant factors
are the impact of other significant strategic or business initiatives, including
acquisitions, dispositions and business combinations and cost saving initiatives
that may have a material adverse effect on costs and revenue development. These
factors also include the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement; the outcome of
any legal proceedings that have been or may be instituted against Deutsche
Telekom, T-Mobile USA, SunCom Wireless and others following announcement of the
merger agreement; the inability to complete the merger due to the failure to
obtain approval by regulatory agencies or the failure to satisfy various other
conditions to the closing of the merger agreement; risks that the proposed
transaction disrupts current plans and operations and the potential difficulties
in employee retention as a result of the merger; and the ability to recognize
the benefits of the merger. If these or other risks and uncertainties
materialize, or if the assumptions underlying any of these statements prove
incorrect, SunCom Wireless's actual results may be materially different from
those expressed or implied by such statements. SunCom Wireless can offer no
assurance that their expectations or targets will be achieved and do not assume
any obligation to update forward-looking statements to take new information or
future events into account or otherwise.