Additional Proxy Soliciting Materials (definitive) (defa14a)
May 13 2013 - 9:11AM
Edgar (US Regulatory)
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): May 13, 2013
CLEARWIRE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-34196
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56-2408571
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1475 120
th
Avenue Northeast,
Bellevue, WA
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98005
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (425) 216-7600
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Clearwire Corporation (the
Company) hereby furnishes the information in Exhibit 99.1 hereto, a letter to shareholders dated May 13, 2013; in Exhibit 99.2 hereto, a press release dated May 13, 2013; and in Exhibit 99.3 hereto, an email communication to
Company employees by Erik Prusch, President and Chief Executive Officer, on May 13, 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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Letter to Shareholders, dated May 13, 2013.
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99.2
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Press Release, dated May 13, 2013.
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99.3
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Email Communication from Erik Prusch, dated May 13, 2013.
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Cautionary Statement Regarding Forward-Looking Statements
This document 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 document 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, 2012, their other respective filings with the U.S. Securities and Exchange Commission (the SEC) and
the proxy statement and other materials that have been or 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 has filed a Rule 13e-3 Transaction Statement and a definitive proxy statement with the SEC. The definitive proxy statement has been mailed to the
Clearwires stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION. Investors and security holders may obtain free copies of these documents 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) 505-6494. 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 definitive proxy statement for
Clearwires Special Meeting of Stockholders, which was filed with the SEC on April 23, 2013. Information about Sprint officers and directors is set forth in Sprints Annual Report on Form 10-K for the year ended December 31,
2012, which was filed with the SEC on February 28, 2013. 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 definitive proxy statement regarding the transaction, which was 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: May 13, 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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