8-K 1 suncominc8k.txt FORM 8-K 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): July 10, 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))

Item 1.01. Entry into a Material Definitive Agreement. As previously ~~disclosed~~reported, on May 39, 2006, ~~the~~Eric ~~Board~~Haskell, ofExecutive ~~Directors~~Vice President and Chief Financial Officer of SunCom Wireless Holdings, Inc. (~~"SunCom"~~Holdings), was appointed ~~Eric~~Interim ~~Haskell,~~Chief ~~who~~Executive ~~had~~Officer ~~been~~of ~~serving~~Holdings, asto ~~SunCom's~~serve ~~Interim~~during ~~Chief~~the ~~Financial~~medical ~~Officer,~~leave asof ~~its~~absence ~~Executive~~of ~~Vice~~Michael ~~President~~E. Kalogris, our Chairman and Chief ~~Financial~~Executive Officer. On ~~May~~July 2612, 2006, SunCom Wireless Management Company, Inc. ~~("Management Company")~~, aan indirect wholly-owned subsidiary of ~~SunCom~~Holdings, and Eric Haskell entered into ana ~~employment~~letter agreement ~~pursuant~~setting toforth ~~which~~the terms of Mr. Haskell's ~~has~~compensation ~~agreed~~for tohis ~~serve~~additional service as ~~the~~our ~~Executive~~Interim ~~Vice President and~~ Chief ~~Financial~~Executive Officer. ofPursuant ~~Management~~to ~~Company~~the ~~and~~letter ~~its affiliates~~agreement, ~~including~~Mr. ~~SunCom~~Haskell's ~~(collectively,~~base ~~the~~salary ~~"SunCom~~is ~~Group"),~~increased ~~until~~from ~~February 3~~$285,000 ~~2007.~~to ~~Prior~~$450,000 toper ~~his~~annum, ~~permanent~~payable ~~appointment~~bi-weekly, ~~Mr.~~during ~~Haskell~~the ~~had~~period ~~served~~he serves as ~~SunCom's~~Interim ~~interim~~Chief Executive ~~Vice~~Officer. ~~President~~The ~~and~~$165,000 ~~Chief~~difference ~~Financial~~(referred ~~Officer~~to ~~since~~as ~~December~~the ~~20,~~interim ~~2005.~~stipend) ~~Mr.~~will ~~Haskell~~be ~~currently~~pro-rated ~~also~~to ~~serves~~the asextent aMr. ~~director~~Kalogris ofofficially ~~SunCom~~resumes ~~and~~all asor ~~its~~a ~~interim~~portion ~~Chief~~of ~~Executive~~his ~~Officer~~duties ~~while~~as ~~SunCom's~~ Chief Executive Officer. ~~and~~In ~~Chairman~~addition, ~~Michael~~the E.calculation ~~Kalogris,~~of ~~recovers from injuries sustained in an automobile accident. If~~ Mr. Haskell's ~~employment~~2006 ~~agreement~~annual isbonus ~~not terminated on or before February 3, 2007, the employment agreement~~ will be ~~automatically~~based ~~extended~~on ~~for~~his ~~successive~~original 60base ~~day~~salary ~~periods~~plus ~~unless~~the ~~either~~aggregate ~~party~~interim ~~elects~~stipend toreceived ~~terminate~~during the ~~agreement by giving 60 days' prior notice~~year. ~~Under his employment agreement,~~ Mr. Haskell's ~~will~~service ~~receive~~as anInterim ~~annual~~Chief ~~base~~Executive ~~salary~~Officer ofwill ~~$285,000~~terminate ~~and~~immediately isupon ~~eligible~~the todate ~~receive~~that anMr. ~~annual~~Kalogris ~~performance-based~~resumes ~~bonus equal to~~ his ~~base~~duties ~~salary~~as ~~multiplied~~Chief byExecutive ~~the~~Officer ~~percentage~~on ofa ~~the~~substantially ~~goals~~full-time ~~associated with that year's bonus achieved during that year~~basis. ~~The~~Following ~~bonus~~his ~~amount~~termination ~~will~~of beservice ~~prorated~~as ~~based~~Interim ~~upon~~Chief ~~the~~Executive ~~portion~~Officer, ~~of the calendar year~~ Mr. Haskell iswill ~~employed~~continue byto ~~Management~~serve ~~Company. During his employment~~ as ~~the~~ Executive Vice President and Chief Financial Officer ofunless ~~the~~such ~~SunCom~~service ~~Group,~~is ~~Mr.~~terminated ~~Haskell~~under ~~will~~the ~~not~~terms ~~receive~~of ~~separate compensation for~~ his ~~service~~employment ~~as a director of SunCom~~agreement. The ~~restricted~~principal ~~stock~~terms ~~awards~~of Mr. Haskell's ~~received~~employment ~~for~~agreement ~~his~~have ~~service~~previously asbeen adescribed ~~director~~in ofHoldings' ~~SunCom~~Current ~~will~~Report ~~continue~~on toForm ~~vest~~8-K indated ~~accordance~~May ~~with~~26, ~~the~~2006 ~~terms~~and offiled ~~those~~on ~~awards~~June 2, ~~and~~2006. ~~during~~The ~~the~~description ~~term~~ of ~~his~~Mr. ~~employment~~Haskell's byletter ~~Management~~agreement ~~Company,~~in ~~Mr.~~this ~~Haskell~~report ~~will~~does benot ~~eligible~~purport to ~~receive~~be ~~certain~~complete ~~restricted~~and ~~stock~~is ~~awards~~qualified ~~under~~in ~~SunCom's~~its ~~Stock~~entirety ~~and~~by ~~Incentive~~reference ~~Plan.~~to Mr. Haskell's ~~may~~letter ~~terminate the employment~~ agreement, atwhich ~~any~~is ~~time~~listed ~~upon~~as 60Exhibit ~~days'~~10.2 ~~notice~~to orthis ~~immediately~~report ~~for~~and ~~Good~~is ~~Reason~~incorporated ~~(as~~into ~~defined~~this inreport ~~the~~by ~~employment~~this ~~agreement)~~reference. ~~SunCom~~Item ~~may~~1.02. ~~terminate~~Termination ~~Mr.~~of ~~Haskell's~~a ~~employment~~Material ~~Without~~Definitive ~~Cause~~Agreement. orOn ~~for~~July ~~Cause~~10, ~~(each~~2006, asDaniel ~~defined~~E. inHopkins ~~the~~tendered ~~employment~~his ~~agreement).~~resignation ~~Upon~~as ~~his~~Senior ~~termination~~Vice President, ~~Mr.~~Finance ~~Haskell~~and ~~will~~Treasurer beof ~~entitled~~Holdings. toAs ~~receive~~a ~~any~~result, ~~salary~~Mr. ~~earned~~Hopkins' ~~but~~employment ~~unpaid~~agreement ~~for~~with ~~services~~SunCom ~~rendered~~Wireless ~~prior~~Management toCompany, ~~his termination~~Inc., Ifdated ~~Mr.~~as ~~Haskell's~~of ~~employment~~December ~~agreement~~20, is2005, ~~not~~will ~~renewed~~terminate atafter the ~~end~~expiration of ~~its~~the ~~term,~~60-day ifnotice ~~Mr.~~period ~~Haskell~~provided ~~terminates~~for under his employment ~~for~~agreement, ~~Good~~or ~~Reason~~on orSeptember if8, 2006. Certain provisions of Mr. ~~Haskell~~Hopkins's employment isagreement ~~terminated~~(including ~~Without~~a ~~Cause~~one oryear ~~due~~non-compete, toa ~~his~~one ~~death~~year ornon-solicitation ~~disability~~provision, ~~Mr.~~a ~~Haskell~~non-disparagement ~~will~~agreement beand ~~entitled to receive~~ a ~~severance~~confidentiality ~~benefit~~agreement) inwill survive the ~~amount~~termination of ~~$285,000 plus~~ the ~~amount~~employment ofagreement. ~~any~~In ~~performance~~connection ~~bonus~~with tohis ~~which~~resignation, Mr. ~~Haskell~~Hopkins ~~would~~and ~~otherwise~~SunCom beWireless ~~entitled.~~Management InCompany ~~addition,~~are ~~Mr.~~expected ~~Haskell~~to ~~will~~enter beinto ~~entitled~~the toseparation ~~receive~~agreement ~~that~~and ~~portion~~release, ofthe ~~any~~form ~~unvested~~of ~~shares~~which ofwas ~~SunCom~~attached ~~restricted~~as ~~stock~~an ~~awarded~~exhibit to, ~~him~~and ~~for~~filed ~~his~~with, ~~service~~Mr. asHopkins' anemployment ~~employee~~agreement. ofThe ~~Management~~principal ~~Company~~terms ~~that~~of ~~would~~Mr. ~~have~~Hopkins' ~~vested~~employment ~~during~~agreement ~~the~~have ~~12-month~~previously ~~period~~been ~~following~~described ~~his~~in ~~termination,~~Holdings' ~~provided~~Current ~~that~~Report heon ~~also~~Form ~~ceases~~8-K todated ~~provide~~December ~~services~~14, as2005 aand ~~director~~filed ofon ~~SunCom~~December as20, ~~of such termination date~~2005. InThe ~~the~~description ~~event~~of ~~that~~ Mr. ~~Haskell~~Hopkins's employment isagreement ~~terminated~~in ~~for~~this ~~any~~report ~~reason~~does ~~other~~not ~~than~~purport ~~for~~to ~~Cause,~~be ~~Mr.~~complete ~~Haskell~~and ~~will~~is ~~continue~~qualified ~~to vest~~ in ~~the~~its ~~shares~~entirety ofby ~~SunCom~~reference ~~restricted stock awarded~~ to Mr. ~~Haskell~~Hopkins' ~~for~~employment ~~his~~agreement, ~~service~~which is incorporated as anExhibit ~~employee~~10.3 orhereto asand aalso ~~director~~is ofincorporated ~~SunCom~~into ~~for~~this asreport ~~long~~by asthis Mrreference. ~~Haskell~~Item ~~continues~~9.01. toFinancial ~~serve~~Statements asand Exhibits. (a) ~~director~~Not ~~of SunCom~~applicable. ~~Mr.~~(b) ~~Haskell~~Not ~~has~~applicable. ~~agreed~~(c) ~~that~~Not ~~during~~applicable. ~~the~~(d) ~~term~~Exhibits: of10.1 ~~his~~Employment ~~employment~~Agreement, ~~and~~dated ~~for~~as ~~one~~of ~~year~~May ~~thereafter~~26, he2006, ~~will~~between ~~not~~SunCom ~~compete~~Wireless ~~with~~Management ~~the~~Company, ~~SunCom~~Inc. ~~Group~~and orEric beHaskell ~~employed~~(incorporated by orreference ~~provide~~to ~~consulting~~Exhibit ~~services~~10.1 to athe ~~competitor~~Form 8-K of ~~the~~ SunCom ~~Group.~~Wireless MrHoldings, Inc. ~~Haskell~~dated ~~has~~May ~~further~~26, ~~agreed~~2006 ~~that during the term of his employment~~ and ~~for~~filed ~~two~~June ~~years~~2, ~~thereafter~~2006). he10.2 ~~will~~Letter ~~not~~Agreement, ~~hire~~dated oras ~~solicit~~of toJuly ~~hire~~12, ~~any~~2006, ~~person~~between ~~actively~~SunCom ~~employed~~Wireless by Management Company, ~~or employed by Management Company during the preceding six months~~Inc. ~~The~~and ~~foregoing~~Eric ~~summary of Mr.~~ Haskell's ~~employment~~(incorporated ~~agreement is qualified~~ by reference to ~~the full text of the employment agreement incorporated as~~ Exhibit 10.12 to ~~this~~the ~~report~~Form ~~and~~8-K ~~incorporated~~of ~~herein~~SunCom byWireless ~~reference~~Holdings, Inc. ~~Item~~dated ~~9.01.~~July ~~Financial~~10, ~~Statements~~2006 and ~~Exhibits.~~filed ~~(a)~~July ~~Not~~14, ~~applicable. (b~~2006) ~~Not applicable~~. ~~(c) Not applicable. (d) Exhibits:~~ 10.13 Employment Agreement, dated as of ~~May~~December 2620, 2006, between SunCom Wireless Management Company, Inc. and ~~Eric~~Daniel ~~Haskell~~E. Hopkins (incorporated by reference to Exhibit 10.125 to the Form 810-K of SunCom Wireless Holdings, Inc. ~~dated~~for ~~May~~the ~~26,~~year ~~2006~~ended ~~and~~December ~~filed June 2~~31, ~~2006~~2005). 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~~July ~~____~~14, 2006 By: /s/ Charles H.N. Kallenbach ---------------------------------------- Charles H.N. Kallenbach Senior Vice President of Legal and Regulatory Affairs

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