UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~DC ~~EXCHANGE COMMISSION~~20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~report ~~OR 15~~(dDate of earliest event reported): December of 4, 2009

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 27, 2009

iPCS, Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	000-51844	36-4350876
(State or other jurisdiction	(Commission	(IRS Employer
Of incorporation)	File Number)	Identification No.)
1901 North Roselle Road, Schaumburg, Illinois		60195
(Address of principal executive offices)		(Zip Code)


Delaware (State or Other Jurisdiction of Incorporation)		000-51844 (Commission File Number)		36-4350876 (IRS Employer Identification No.)


1901 North Roselle Road, Schaumburg, Illinois (Address of Principal Executive Offices)		60195 (Zip Code)

Registrant’s telephone number, including area code (847) 885-2833

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K filing is intended to simultaneously satisfy the ~~report.)~~filing obligation of the registrant under any of the following provisions:

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))

Item 5 3.01. ~~Changes~~Notice inof ~~Control~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ~~Registrant~~Listing.

~~Pursuant~~As toa ~~the~~result ~~previously announced Agreement and Plan~~ of the Merger, ~~dated~~ (as ofdefined ~~October 18, 2009 (the “Merger Agreement”~~below), by ~~and among~~ iPCS, Inc., a Delaware corporation (the “Company”), ~~Sprint~~ ~~Nextel~~no ~~Corporation,~~longer afulfills ~~Kansas~~the ~~corporation~~numerical ~~(“Parent”),~~listing ~~and~~requirements ~~Ireland~~of ~~Acquisition Corporation,~~the aNASDAQ ~~Delaware~~Global ~~corporation~~Select ~~and~~Market ~~a wholly-owned subsidiary of Parent~~ (~~the~~ “~~Purchaser~~NASDAQ”), ~~the Purchaser commenced a tender offer to purchase all of the~~and ~~issued~~no ~~and outstanding~~ shares of ~~Common~~common ~~Stock~~stock, par value $0.01 per share, of the Company (the “Shares”), ~~for $24~~remain outstanding.00 ~~per Share~~Accordingly, inon ~~cash to the seller (the “Offer Price”)~~December 4, ~~without interest and less any applicable withholding taxes~~2009, ~~upon~~at the ~~terms~~ ~~and~~Company’s ~~subject~~request, toNASDAQ ~~the~~filed ~~conditions~~with ~~set forth in~~ the ~~Offer~~U.S. Securities toand ~~Purchase~~Exchange ~~dated~~Commission ~~October 28, 2009~~ (the “~~Offer to Purchase~~SEC”) ~~and~~a inNotification ~~the~~of ~~related~~Removal ~~letter~~from ofListing ~~transmittal (which,~~and/or ~~together~~Registration ~~with~~under ~~the~~Section ~~Offer~~12(b) toof ~~Purchase,~~the ~~each~~Securities asExchange ~~amended~~Act orof ~~supplemented from time to time~~1934, ~~collectively~~as ~~constitute~~amended (the “~~Offer~~Exchange Act”)., ~~The Offer expired at 12:00 midnight EST~~ on ~~Wednesday, November~~Form 25, ~~2009.~~to Oneffect ~~November 27,~~the ~~2009, Parent~~delisting ~~announced~~of ~~that~~shares ~~at the expiration~~ of the ~~Offer,~~Company’s acommon ~~total~~stock offrom ~~approximately 10~~NASDAQ.~~399~~ ~~million~~In addition, ~~Shares~~the ~~were~~Company ~~validly~~intends ~~tendered~~to ~~and~~file ~~not~~with ~~properly withdrawn in~~ the ~~Offer~~ ~~(with~~SEC ~~approximately~~a ~~1.893~~Certification ~~million~~on ~~additional~~Form 15 ~~Shares~~under ~~being~~the ~~tendered by~~Exchange ~~notice~~Act ofrequesting ~~guaranteed delivery), and~~ the ~~Purchaser accepted for payment all~~ Shares ~~validly~~be ~~tendered~~deregistered and ~~not~~that ~~properly withdrawn in~~ the ~~Offer~~Company’s ~~(including~~reporting ~~the~~obligations under ~~Shares~~Sections ~~tendered by notice of guaranteed delivery~~13(a), ~~in accordance with the terms~~ and ~~conditions~~15(d) of the ~~Offer~~Exchange ~~and~~Act ~~applicable~~be ~~law~~suspended.

~~Upon~~Item 3.02. ~~acceptance~~Unregistered ~~for~~Sales ~~payment~~ of ~~the~~Equity tendered Shares, the Merger Agreement provides the Purchaser the right to designate a number of individuals to the Company’s board of directors who, following their election, will constitute a majority of the Company’s board of directors, subject to the terms and conditions contained in the Merger AgreementSecurities.

AsPursuant to the previously announced Agreement and Plan of ~~December~~Merger, dated as of October 318, 2009 (the “Merger Agreement”), by and among the ~~Purchaser~~Company, ~~holds~~Sprint Nextel Corporation, a Kansas corporation ~~approximately~~(“Parent”), ~~11.593~~and ~~million~~Ireland ~~Shares~~Acquisition Corporation, ~~representing~~a ~~approximately~~Delaware ~~70.3%~~corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), the Purchaser commenced a tender offer to purchase all of the issued and outstanding Shares, for $24.00 ~~Based~~per onShare, in cash to the seller (the “Offer Price”), without interest and less any applicable withholding taxes, upon the ~~aggregate~~terms ~~amount~~and ofsubject to the ~~consideration~~conditions ~~paid~~set ~~for~~forth in the ~~Shares~~Offer ~~purchased~~to byPurchase dated October 28, 2009 (the ~~Purchaser~~“Offer to Purchase”) and in ~~connection~~the related letter of transmittal (which, together with the Offer to Purchase, each as amended or supplemented from time to time, collectively constitute the “Offer”). isThe ~~approximately~~Offer ~~$278~~expired at 12:00 midnight EST on Wednesday, November 25, 2009.2 On November 27, 2009, Parent announced that at the expiration of the Offer, a total of approximately 10.399 million Shares were validly tendered and not properly withdrawn in the Offer (with approximately 1.893 million ~~Parent~~additional ~~has~~Shares ~~provided~~being tendered by notice of guaranteed delivery), and the Purchaser accepted for payment all Shares ~~sufficient~~validly ~~funds~~tendered toand ~~purchase~~not properly withdrawn in the ~~tendered~~Offer (including the Shares ~~from~~tendered ~~Parent’s~~by ~~existing~~notice of ~~cash~~guaranteed delivery), in accordance with the terms and conditions of the Offer and applicable ~~balances~~law. As of December 3, 2009, the Purchaser held approximately 11.593 million Shares, representing approximately 70.3% of the outstanding Shares.

In addition, on November 27, 2009, the Purchaser exercised the option granted under the Merger Agreement pursuant to which the Purchaser ~~has~~ had the right to purchase such number of newly issued Shares at the Offer Price such that, when added to the Shares already owned by the Purchaser and ~~Parent~~ Parent and their affiliates, constitutes one Share more than 90% of the total number of ~~Shares~~ Shares outstanding on a fully diluted basis (the “Top-Up Option”). ~~The~~ ~~Purchaser~~On ~~expects~~December 4, to2009, ~~purchase~~the Company issued 32,438,176 Shares (the “Top-Up Shares ~~pursuant~~”) to the ~~exercise~~Purchaser ofat ~~the~~a price per Top-Up ~~Option~~Share ~~on December 4~~of $24.00, ~~2009, following~~ which ~~the~~resulted ~~Purchaser~~in ~~will~~an ~~effect~~aggregate apurchase ~~short-form~~price ~~merger~~of ~~with~~$778,516,224 (the ~~Company~~“Purchase Price”). ~~under~~Parent ~~Delaware~~provided ~~law~~the noPurchaser ~~later~~sufficient ~~than~~funds ~~December 7,~~to ~~2009. As~~pay athe ~~result~~Purchase ofPrice ~~the~~for ~~merger,~~ the ~~Company~~Top-Up ~~will~~Shares from ~~become~~Parent’s aexisting ~~wholly-owned~~cash ~~subsidiary of Parent~~balances.

ToThe ~~the~~Company ~~knowledge~~offered ofand sold the ~~Company,~~Top-Up ~~except~~Shares as ~~set~~a ~~forth~~private ~~herein,~~placement ~~there~~pursuant ~~are no~~to ~~arrangements,~~an ~~including~~exemption ~~any~~from registration ~~pledge~~provided by ~~any~~Section 4(2) ~~person~~ of ~~securities of~~ the ~~Company,~~ ~~the~~Securities ~~operation~~Act of ~~which~~1933, ~~may~~as ~~at a subsequent date result in a further change in control of the Company~~amended.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, ~~a copy of~~ which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 8 3.0103. ~~Other~~Material ~~Events~~Modification to Rights of Security Holders.

OnThe ~~November 27,~~disclosure ~~2009,~~contained ~~Parent~~in ~~issued~~Item 3.02 ~~a press release announcing the completion of the Offer~~ and ~~the exercise of the Top-Up Option. A copy of the press release issued by Parent is filed as Exhibit~~Item 995.103 ~~hereto and~~ is incorporated herein by reference.

2Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~As ~~9.01.~~a ~~Financial~~result ~~Statements~~of the Merger, all of the current directors of the Company resigned from their directorships of the Company and ~~Exhibits~~any committees of which they were a member, as of the effective time of the Merger. These resignations were not a result of any disagreements between the Company and the current directors on any matter

~~(d)~~ relating to the Company’s operations, policies or practices. Upon completion of the Merger, the ~~Exhibits~~directors of the Purchaser became the directors of the Company, and the officers of the Company were replaced with the officers of the Purchaser.

Exhibit No.
2.1		Agreement and Plan of Merger, dated as of October 18, 2009, by and among the Company, Parent and the Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on October 19, 2009).
99.1		Press Release of Sprint Nextel Corporation, dated November 27, 2009 (incorporated by reference to Exhibit (a)(1)(K) to Amendment No. 5 to the Tender Offer Statement on Schedule TO filed by Sprint Nextel Corporation and Ireland Acquisition Corporation on November 27, 2009).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Pursuant to the Merger Agreement, the Certificate of Incorporation of the Company was amended, which amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.

~~SIGNATURES~~Pursuant to the Merger Agreement, the Bylaws of the Company were amended, which amendment is filed as Exhibit 3.2 hereto and incorporated herein by reference.

~~Pursuant~~Item 9.01. toFinancial ~~the~~Statements ~~requirements of~~and ~~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~~Exhibits.

	iPCS, Inc.
Date: December 3, 2009
	By:	/s/ Brian J. O’Neil
	Name:	Brian J. O’Neil
	Title:	SVP, General Counsel and Secretary

(d) Exhibits


Exhibit No.

2.1		Agreement and Plan of Merger, dated as of October 18, 2009, by and among the Company, Parent and the Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on October 19, 2009).
3.1		Amended Certificate of Incorporation of the Company.
3.2		Amended Bylaws of the Company.

~~EXHIBIT INDEX~~SIGNATURES

Exhibit No.
2.1		Agreement and Plan of Merger, dated as of October 18, 2009, by and among the Company, Parent and the Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on October 19, 2009).
99.1		Press Release of Sprint Nextel Corporation, dated November 27, 2009 (incorporated by reference to Exhibit (a)(1)(K) to Amendment No. 5 to the Tender Offer Statement on Schedule TO filed by Sprint Nextel Corporation and Ireland Acquisition Corporation on November 27, 2009).

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.


	iPCS, Inc.
Date: December 10, 2009
	By:	/s/ Timothy P. O’Grady
		Name:	Timothy P. O’Grady
		Title:	Vice President

EXHIBIT INDEX


Exhibit No.

2.1		Agreement and Plan of Merger, dated as of October 18, 2009, by and among the Company, Parent and the Purchaser (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on October 19, 2009).
3.1		Amended Certificate of Incorporation of the Company.
3.2		Amended Bylaws of the Company.

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