Clearwire Corporation (the
Company) hereby furnishes the information in Exhibit 99.1 hereto, the email communication to Clearwire employees from the Companys human resources department, on January 23, 2013.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description of Exhibit
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99.1
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Communication to Clearwire Employees, dated January 23, 2013.
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of the securities laws. The words may, could, should,
estimate, project, forecast, intend, expect, anticipate, believe, target, plan, providing guidance and similar expressions are
intended to identify information that is not historical in nature.
This Current Report on Form 8-K contains forward-looking statements
relating to the proposed merger and related transactions (the transaction) between Sprint and Clearwire. All statements, other than historical facts, including statements regarding the expected timing of the closing of the transaction;
the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits and efficiencies of the transaction; the competitive ability and position of Sprint and Clearwire; and any assumptions
underlying any of the foregoing, are forward- looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be
regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or
expectations include, among others, any conditions imposed in connection with the transaction, approval of the transaction by Clearwire stockholders, the satisfaction of various other conditions to the closing of the transaction contemplated by the
merger agreement, and other factors discussed in Clearwires and Sprints Annual Reports on Form 10- K for their respective fiscal years ended December 31, 2011, their other respective filings with the U.S. Securities and Exchange
Commission (the SEC) and the proxy statement and other materials that will be filed with the SEC by Clearwire in connection with the transaction. There can be no assurance that the transaction will be completed, or if it is completed,
that it will close within the anticipated time period or that the expected benefits of the transaction will be realized.
Clearwire does not
undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance
on any of these forward-looking statements.
Additional Information and Where to Find It
In connection with the transaction, Clearwire will file a proxy statement and other materials with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION. Investors and security holders may obtain free copies of these documents (when they
are available) and other documents filed with the SEC at the SECs web site at www.sec.gov. In addition, the documents filed by Clearwire with the SEC may be obtained free of charge by contacting Clearwire at Clearwire, Attn: Investor
Relations, (425) 505-6178. Clearwires filings with the SEC are also available on its website at www.clearwire.com.
Participants in the Solicitation
Clearwire and its officers and directors and Sprint and its officers and directors may be deemed to be participants in the solicitation of proxies from Clearwire stockholders with respect to the
transaction. Information about Clearwire officers and directors and their ownership of Clearwire common shares is set forth in the proxy statement for Clearwires 2012 Annual Meeting of Stockholders, which was filed with the SEC on
April 30, 2012. Information about Sprint officers and directors is set forth in Sprints Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on February 27, 2012. Investors and security
holders may obtain more detailed information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the transaction by reading the preliminary and definitive proxy statements regarding the
transaction, which will be filed by Clearwire with the SEC.
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 hereunto duly authorized.
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CLEARWIRE CORPORATION
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Dated: January 23, 2013
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By:
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/s/ Hope F. Cochran
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Hope F. Cochran
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Chief Financial Officer
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