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): April 18, 2007
METROPCS COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE
(State or Other Jurisdiction of
Incorporation)
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1-33409
(Commission File Number)
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20-0836269
(I.R.S. Employer Identification No.) |
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8144 Walnut Hill Lane, Suite 800
Dallas, Texas
(Address of Principal Executive Offices)
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75231-4388
(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):
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))
TABLE OF CONTENTS
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On April 18, 2007, MetroPCS Communications, Inc. (the “Company”), the selling stockholders
named therein (the “Selling Stockholders”), and Bear, Stearns & Co. Inc., Banc of America
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated, as representatives of the several underwriters (collectively, the “Underwriters”),
entered into an Underwriting Agreement, dated April 18, 2007 (the
“Underwriting Agreement”), relating to the sale of
50,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in
connection with the Company’s initial public offering of its Common Stock pursuant to the Company’s Registration
Statement on Form S-1 (File No. 333-139793) (the “Offering”).
Pursuant to the terms of the Underwriting Agreement, the shares of Common Stock will be sold
to the Underwriters at a purchase price of $21.919 (the Offering
price to the public of $23.00 per
share minus the Underwriters’ discount). Of the 50,000,000
shares, 37,500,000 are being sold by the
Company and 12,500,000 are being sold by the Selling Stockholders. Additionally, the Selling
Stockholders have granted to the Underwriters a 30-day option to purchase up to an additional
7,500,000 shares of Common Stock at the Offering price to cover over-allotments, if any. The Underwriting Agreement includes certain customary representations, warranties and
covenants by the Company and the Selling Stockholders, and also provides that the Company and the
Selling Stockholders will indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or contribute
to payments the Underwriters may be required to make because of any of those liabilities. A copy
of the Underwriting Agreement is attached as Exhibit 1.1 to this Form 8-K and is incorporated by
reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Immediately following the pricing of the Company’s Common Stock in the Offering on April 18,
2007, the Company awarded options (“Options”) to purchase the Company’s Common Stock to the
following named executive officers:
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Shares |
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Underlying |
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Title |
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Options |
Roger D. Linquist |
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President and CEO |
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1,149,000 |
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J. Braxton Carter |
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Senior Vice President and CFO |
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291,000 |
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Robert A. Young |
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Executive VP, Market |
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237,000 |
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Operations - East |
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Mark A. Stachiw |
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Senior Vice President, General |
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207,000 |
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Counsel and Secretary |
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Malcolm M. Lorang |
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Senior Vice President and Chief |
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168,000 |
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Technology Officer |
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Each of the Options has an exercise price of $23.00 per share (equal to the initial price per
share to the public of the Company’s Common Stock in the Offering), expires ten years after the
date of grant and vests and becomes exercisable over a period of four years as follows: twenty-five
percent (25%) of the options vest on April 18, 2008 and the remainder vests upon the completion of
each additional month of service in a series of thirty-six (36) successive equal monthly
installments.
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| Item 7.01 |
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Regulation FD Disclosure. |
On
April 19, 2007, the Company issued a press release announcing
the pricing of the Offering. The shares began trading on
April 19, 2007 on The New York Stock Exchange under the
symbol “PCS”. The Offering is expected to close on
April 24, 2007, subject to customary closing conditions.
The joint book-running managers for the Offering are Bear, Stearns & Co. Inc.,
Banc of America Securities LLC, Merrill Lynch, Pierce Fenner & Smith Incorporated and Morgan
Stanley & Co. Incorporated. The co-managers for the Offering are UBS Securities
LLC, Thomas Weisel Partners LLC, Wachovia Capital Markets, LLC and Raymond James & Associates, Inc.
A copy of the Company’s press release is attached as Exhibit 99.1.