8-K 1 suncomwireless8k-4.txt FORM 8-K/SUNCOM WIRELESS, INC. 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 26, 2006 SunCom Wireless, Inc. (Exact name of registrant as specified in its charter) Delaware 333-57715 23-2930873 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1100 Cassatt Road Berwyn, Pennsylvania 19312 (Address Of Principal Executive Offices, Including Zip Code) (610) 651-5900 (Registrant's Telephone Number, Including Area Code) 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: 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))

~~UNITED~~Item ~~STATES~~1.01. Entry into a Material Definitive Agreement. As previously disclosed, on May 3, 2006, the Board of Directors of SunCom Wireless Holdings, Inc. ("SunCom") appointed Eric Haskell, who had been serving as SunCom's Interim Chief Financial Officer, as its Executive Vice President and Chief Financial Officer. On May 26, 2006, SunCom Wireless Management Company, Inc. ("Management Company"), a wholly-owned subsidiary of SunCom, and Eric Haskell entered into an employment agreement pursuant to which Mr. Haskell has agreed to serve as the Executive Vice President and Chief Financial Officer of Management Company and its affiliates, including SunCom (collectively, the "SunCom Group"), until February 3, 2007. Prior to his permanent appointment, Mr. Haskell had served as SunCom's interim Executive Vice President and Chief Financial Officer since December 20, 2005. Mr. Haskell currently also serves as a director of SunCom and as its interim Chief Executive Officer while SunCom's Chief Executive Officer and Chairman, Michael E. Kalogris, recovers from injuries sustained in an automobile accident. If Mr. Haskell's employment agreement is not terminated on or before February 3, 2007, the employment agreement will be automatically extended for successive 60 day periods unless either party elects to terminate the agreement by giving 60 days' prior notice. Under his employment agreement, Mr. Haskell will receive an annual base salary of $285,000 and is eligible to receive an annual performance-based bonus equal to his base salary multiplied by the percentage of the goals associated with that year's bonus achieved during that year. The bonus amount will be prorated based upon the portion of the calendar year Mr. Haskell is employed by Management Company. During his employment as the Executive Vice President and Chief Financial Officer of the SunCom Group, Mr. Haskell will not receive separate compensation for his service as a director of SunCom. The restricted stock awards Mr. Haskell received for his service as a director of SunCom will continue to vest in accordance with the terms of those awards, and during the term of his employment by Management Company, Mr. Haskell will be eligible to receive certain restricted stock awards under SunCom's Stock and Incentive Plan. Mr. Haskell may terminate the employment agreement at any time upon 60 days' notice or immediately for Good Reason (as defined in the employment agreement). SunCom may terminate Mr. Haskell's employment Without Cause or for Cause (each as defined in the employment agreement). Upon his termination, Mr. Haskell will be entitled to receive any salary earned but unpaid for services rendered prior to his termination. If Mr. Haskell's employment agreement is not renewed at the end of its term, if Mr. Haskell terminates his employment for Good Reason or if Mr. Haskell's employment is terminated Without Cause or due to his death or disability, Mr. Haskell will be entitled to receive a severance benefit in the amount of $285,000 plus the amount of any performance bonus to which Mr. Haskell would otherwise be entitled. In addition, Mr. Haskell will be entitled to receive that portion of any unvested shares of SunCom restricted stock awarded to him for his service as an employee of Management Company that would have vested during the 12-month period following his termination, provided that he also ceases to provide services as a director of SunCom as of such termination date. In the event that Mr. Haskell's employment is terminated for any reason other than for Cause, Mr. Haskell will continue to vest in the shares of SunCom restricted stock awarded to Mr. Haskell for his service as an employee or as a director of SunCom for as long as Mr. Haskell continues to serve as a director of SunCom. Mr. Haskell has agreed that during the term of his employment and for one year thereafter he will not compete with the SunCom Group or be employed by or provide consulting services to a competitor of the SunCom Group. Mr. Haskell has further agreed that during the term of his employment and for two years thereafter he will not hire or solicit to hire any person actively employed by Management Company or employed by Management Company during the preceding six months. The foregoing summary of Mr. Haskell's employment agreement is qualified by reference to the full text of the employment agreement incorporated as Exhibit 10.1 to this report and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits: 10.1 Employment Agreement, dated as of May 26, 2006, between SunCom Wireless Management Company, Inc. and Eric Haskell (incorporated by reference to Exhibit 10.1 to the Form 8-K of SunCom Wireless Holdings, Inc. dated May 26, 2006 and filed June 2, 2006). SIGNATURES 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. SUNCOM WIRELESS, INC. Date: June ____, 2006 By: /s/ Charles H.N. Kallenbach --------------------------------------- Charles H.N. Kallenbach Senior Vice President of Legal and Regulatory Affairs

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 2, 2006

SunCom Wireless, Inc.

(Exact name of Registrant as Specified in Charter)

Delaware		333-57715		23-2930873
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1100 Cassatt Road Berwyn, Pennsylvania		19312
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (610) 651-5900

N/A

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

SunCom Wireless Holdings, Inc. (“Holdings”) has participated in discussions with holders of senior notes and senior subordinated notes issued by Holdings’s indirect, wholly owned subsidiary SunCom Wireless, Inc. (the “Company”) with respect to a possible restructuring of the Company’s long-term debt obligations. No agreement regarding such a restructuring has been reached.

In that context, certain noteholders questioned the November 2004 $189 million dividend (the “Dividend”) made by the Company to SunCom Wireless Investment Co., LLC (“Investco”). After reviewing the totality of the facts and circumstances concerning the Dividend, Holdings has determined that facts exist that support the noteholders’ arguments that the Dividend was not properly paid. Accordingly, Investco will contribute the amount of the Dividend, plus an additional $5.4 million, to the capital of the Company.

This action will increase the Company’s cash on hand to approximately $300 million. Combined with the improved operational performance the business experienced during the three-month period ended March 31, 2006, the enhanced liquidity strengthens the Company’s ability to implement its business plan. This plan involves financing the growth and maintenance of the Company’s network and the marketing and distribution of wireless communications products and services, as well as customer acquisition costs, funding of operations and other working capital costs and debt service related expenditures.

Further, the Company believes the contribution of the Dividend to the capital of the Company addresses the primary issue raised in footnote 1(b) to the financial statements included in the Company’s Annual Report for the year ended December 31, 2005, as filed on Form 10-K. That footnote discussed concerns regarding the liquidity and financial condition of the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUNCOM WIRELESS, INC.
Dated: May 4, 2006
	By:	/s/ Charles H.N. Kallenbach
		Charles H.N. Kallenbach
		Senior Vice President of Legal and Regulatory Affairs

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