UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): September 4, 2007
METROPCS COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
DELAWARE
(State or Other Jurisdiction of
Incorporation)
|
|
1-33409
(Commission File
Number)
|
|
20-0836269
(I.R.S. Employer Identification No.) |
| |
|
|
|
|
8144 Walnut Hill Lane, Suite 800
|
|
|
Dallas, Texas
|
|
75231-4388 |
(Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: 214-265-2550
(Former name or former address, if changed since last report): Not Applicable
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):
þ 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))
TABLE OF CONTENTS
Item 8.01. Other Events
On September 4, 2007, MetroPCS Communications, Inc. (“MetroPCS”), issued a press release
announcing its proposal for a strategic stock-for-stock tax-free merger with Leap Wireless
International, Inc. (“Leap”). The proposal was communicated on September 4, 2007 in a letter from
Roger D. Linquist, MetroPCS’ Chief Executive Officer and Chairman of the Board to Dr. Mark H.
Rachesky, Chairman of the Board of Leap, and Mr. S. Douglas Hutcheson, President and Chief
Executive Officer of Leap. The press release announcing the proposal, including the full text of
the proposal letter, is attached as Exhibit 99.1 to this Current Report and is incorporated herein
by reference.
MetroPCS has scheduled a conference call today, September 4, 2007, to discuss its proposal for
10:00 a.m, Eastern time. The conference call can be accessed by dialing (888) 243-1152 (U.S.
dial-in) or (973) 582-2868 (international dial-in), conference code 9197169. MetroPCS will webcast
the call to all interested parties through the investor relations section of its website:
www.metropcs.com. Please see the website for details on how to access the webcast. A replay of
the conference call will be available through September 11, 2007 and can be accessed by dialing
(877) 519-4471, conference code 9197169. International callers can access the replay by dialing
(973) 341-3080, conference code 9197169.
Item 9.01. Financial Statements and Exhibits.
| |
|
|
|
|
| EXHIBIT |
|
|
|
|
| NUMBER |
|
|
|
DESCRIPTION |
99.1
|
|
—
|
|
Press release dated September 4, 2007 |