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): ~~January~~May 924, ~~2006~~ 2007

SYNIVERSE HOLDINGS, INC.

SYNIVERSE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-88168	30-0041666
Delaware Delaware	001-32432 333-88168	30-0041666 06-1262301
Delaware	333-88168	06-1262301
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~One~~8125 ~~Tampa~~Highwoods ~~City Center,~~Palm ~~Suite~~Way ~~700~~

Tampa, Florida ~~33602~~33647-1765

Telephone: (813) ~~273~~637-~~3000~~5000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

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 1 5.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

A.Appointment ~~Amendment~~of ~~No.~~Chief 2Financial toOfficer—David ~~Amended and Restated Senior Management Agreement with G~~W. ~~Edward~~Hitchcock ~~Evans~~

On ~~January~~May 924, ~~2006~~2007, ~~Syniverse Holdings, Inc. and Syniverse Technologies, Inc. (collectively,~~ the “Company~~”) entered~~ ~~into~~announced ~~an Amendment No. 2 to Amended and Restated Senior Management Agreement (~~the ~~“Amendment”)~~appointment ~~with G. Edward Evans. The senior management agreement was amended to memorialize Mr. Evans’ transition from Chief Executive Officer~~ of ~~the~~David ~~Company to Chairman of the Board of Directors of the Company~~W. ~~Pursuant~~Hitchcock ~~to the Amendment, Mr. Evans resigned~~ as Chief ~~Executive~~Financial Officer of the Company ~~and agreed to serve as the Chairman of the Board until the Company’s 2007 annual stockholders meeting~~. ~~Mr. Evans will continue to be employed by the Company in his capacity as Chairman and receive his current salary and benefits through December 31, 2006.~~ The ~~Amendment~~material ~~also~~terms ~~memorialized Mr. Evans’ intention to assume the Company’s lease~~ of ~~its Oklahoma City, Oklahoma office space currently utilized by~~ Mr. ~~Evans and either assume the lease of, or purchase outright, the Company~~Hitchcock’s ~~aircraft~~employment ~~following December 31,~~are ~~2006.~~described ~~The Company will have no further obligation vis-à-vis Mr~~below. ~~Evans~~ toA ~~maintain~~copy ~~such leases following the earlier to occur~~ of the ~~Company’s~~press ~~2007~~release ~~annual~~announcing ~~shareholder meeting and~~ the ~~assumption~~appointment of ~~such leases. In the event that~~ Mr. ~~Evans~~Hitchcock ~~either~~is ~~assumes~~furnished ~~the~~as ~~aircraft~~Exhibit ~~lease~~99.1 orto ~~purchases~~this ~~the~~Current ~~plane,~~Report heand ~~will~~is ~~reimburse~~incorporated ~~the~~herein ~~Company~~by ~~for~~reference ~~its initial security deposit on the lease together with the net book value of certain refurbishments to the plane completed~~ in ~~2004.~~ ~~The~~its ~~other terms of the senior management agreement were not affected~~entirety.

~~The~~Mr. Hitchcock, ~~Amendment~~who is ~~attached~~46 ~~hereto~~years asof ~~Exhibit~~age, ~~10.1~~joins ~~and~~the isCompany ~~incorporated~~effective ~~herein~~June 4, by2007 ~~reference~~from Alcatel-Lucent (NYSE: ALU) where he has held the position of chief financial officer for North America since November 2006. ~~The~~Prior ~~foregoing~~to ~~summary~~his ~~does~~most ~~not~~recent ~~purport~~position, he held a wide range of key financial leadership roles, including corporate controller for Lucent Technologies from March 2006 to beNovember 2006, ~~complete~~business operations and isfinancial ~~qualified~~vice inpresident ~~its~~for ~~entirety~~Lucent byWorldwide ~~reference~~Services from February 2005 to ~~the~~March ~~Amendment~~2006 as well as financial vice president, services and supply chain for Lucent Technologies from 2001 to 2005. Mr. Hitchcock holds a master’s of business administration degree in finance and bachelor’s degree in accounting from Wake Forest University. Mr. Hitchcock is also a certified public accountant.

BThere is no arrangement or understanding between Mr. Hitchcock ~~Employment~~and ~~Agreement~~any ~~with~~other ~~Tony~~person Gpursuant to which Mr. Hitchcock ~~Holcombe~~was appointed an officer. There are no relationships or transactions in which Mr. Hitchcock has an interest requiring disclosure under Item 404(a) of Regulation S-K.

~~On January 9, 2006, the Company entered into an~~ Employment Agreement with ~~Tony~~David GW. ~~Holcombe~~Hitchcock ~~pursuant to which Mr. Holcombe will serve as the President and Chief Executive Officer of the Company.~~

~~The Employment~~On ~~Agreement provides that Mr.~~May ~~Holcombe~~24, ~~will~~2007, ~~receive~~Syniverse anHoldings, ~~annual~~Inc. ~~base~~and Syniverse ~~salary~~Technologies, ofInc. ~~$500~~(collectively,~~000,~~ ~~subject to increase by~~ the “Company’s”) ~~Compensation~~entered ~~Committee.~~into ~~For~~an ~~each~~Employment ~~calendar~~Agreement ~~year~~with ofDavid ~~employment, Mr~~W. ~~Holcombe~~ isHitchcock ~~eligible~~pursuant ~~for an annual bonus equal~~ to ~~60%~~which ofMr. Hitchcock ~~his~~will ~~annual~~serve ~~salary based upon the achievement of performance objectives for such calendar year~~ as ~~approved~~Chief byFinancial ~~the~~Officer ~~Compensation Committee or a maximum annual bonus, as determined by the Compensation Committee,~~ of ~~up to 100% of his annual base salary if~~ the ~~Compensation~~Company. ~~Committee~~It ~~determines~~is ~~that~~expected that Mr. ~~Holcombe~~Hitchcock ~~and~~will ~~the~~commence ~~Company~~employment ~~have~~on ~~substantially~~June 4, ~~exceeded~~2007 ~~such~~(the ~~performance~~“Effective ~~objectives~~Date”).

The Employment Agreement provides that Mr. ~~Holcombe’s~~Hitchcock ~~employment~~ will ~~continue~~receive ~~until~~an ~~(i) he~~annual ~~resigns~~base ~~without~~salary ~~good~~of ~~reason~~$350,000, ~~(ii) he~~subject ~~terminates~~to ~~his~~increase ~~employment~~by ~~for~~the ~~good reason~~Company’s compensation committee. For each calendar year of employment, ~~(iii)~~Mr. ~~our~~Hitchcock ~~board~~is ofeligible ~~directors~~for ~~decides~~an annual target bonus equal to ~~terminate~~60% of his annual ~~employment~~salary ~~with~~based ~~cause,~~upon ~~(iv) our~~the ~~board~~achievement of ~~directors~~performance ~~decides~~objectives tofor ~~terminate~~such ~~his~~calendar ~~employment~~year ~~without~~as ~~cause,~~approved orby the compensation committee (~~v) his~~the ~~disability~~“Target orBonus ~~death~~Objectives”). IfThe ~~his~~Target ~~employment~~Bonus isObjectives ~~terminated~~will bybe usfinancial and other objective targets ~~without~~that ~~cause~~the orcompensation bycommittee ~~Mr. Holcombe~~reasonably ~~for~~believes ~~good~~are ~~reason~~reasonably orattainable byat ~~reason~~the oftime ~~his~~that ~~death~~they orare ~~disability~~set. Such bonus amounts, ~~then~~if weany, ~~will~~shall be ~~obligated~~payable toso ~~pay~~long as Mr. ~~Holcombe~~Hitchcock orwas ~~his~~in ~~estate~~the ~~his~~employ ~~annual~~of ~~base~~the ~~salary~~Company ~~for~~on aDecember 31 ~~one-year~~of ~~period~~the calendar ~~commencing~~year on which the ~~date~~target ofbonus ~~termination,~~is ~~his~~ based. Mr. Hitchcock’s bonus eligibility for ~~the~~2007 ~~then~~will ~~current~~be ~~fiscal~~for the full calendar year and ~~COBRA~~will ~~benefits~~not be prorated for athe ~~period~~number of ~~one~~months ~~year~~he holds his position at the Company.

~~The Employment Agreement provides that~~ Mr. ~~Holcombe~~Hitchcock’s employment will ~~receive~~continue auntil ~~one-time~~(i) he ~~cash~~resigns ~~signing~~without ~~bonus~~good ~~of $250~~reason,~~000~~ as(ii) he ~~compensation~~terminates orhis ~~reimbursement~~employment for ~~all~~good ~~moving~~reason, ~~transition, relocation and legal expenses incurred in~~ ~~connection with~~ (iii) the ~~employment~~Company ~~agreement~~decides ~~and, subject~~ to ~~the~~terminate ~~approval~~his byemployment ~~the~~with ~~stockholders of Syniverse Holdings~~cause, ~~Inc. of~~ (iv) the ~~Syniverse~~Company ~~Holdings,~~decides ~~Inc.~~to ~~2006~~terminate ~~Long-Term~~his ~~Equity~~employment ~~Incentive~~without ~~Plan~~cause, ~~options~~or to(v) his ~~purchase~~disability anor ~~aggregate~~death. ofIf ~~500,000~~his ~~shares~~employment ofis ~~the common~~terminated ~~stock~~by ofus ~~Syniverse~~without ~~Holdings~~cause, ~~Inc.~~for ~~and~~good areason or ~~one-time~~by ~~grant~~reason of ~~100,000~~his ~~shares~~death ofor ~~restricted~~disability, ~~stock.~~then ~~The~~we ~~options~~ will be ~~issued~~obligated into ~~five~~pay ~~equal annual installments, so long as~~ Mr. ~~Holcombe~~Hitchcock ~~remains~~or inhis ~~the~~estate ~~employ~~his ofannual ~~the~~base ~~Company~~salary onfor ~~each~~a ~~installment date~~one-year ~~and~~period ~~each~~commencing ~~option~~on ~~will~~the ~~vest~~date ~~in three equal annual installments. The shares~~ of ~~restricted~~termination, ~~stock~~his ~~will~~pro-rated ~~vest~~target inbonus, ~~five~~if ~~equal~~any, ~~annual~~for ~~installments.~~the ~~Mr. Holcombe~~then ~~will~~current fiscal beyear ~~entitled~~(and tothe ~~resign~~previous ~~with~~year’s ~~good~~unpaid ~~reason~~bonus) ~~if,~~and ~~among~~COBRA ~~other~~benefits ~~things,~~for the ~~stockholders~~shorter of ~~Syniverse~~ ~~Holdings,~~(A) one ~~Inc.~~year ~~fail~~and ~~to approve~~ (B) the ~~2006~~period ~~Long-Term~~that ~~Equity~~Mr. Hitchcock ~~Incentive~~is ~~Plan~~eligible byfor ~~June 30, 2006~~COBRA.

~~Upon~~The ~~the~~Employment ~~consummation~~Agreement ofprovides athat ~~sale~~Mr. Hitchcock ofwill ~~the~~receive ~~Company,~~a ~~all~~one-time ~~options~~cash ~~and~~(i) lump-sum ~~shares~~bonus ofpayment ~~restricted~~in ~~stock~~the ~~that~~gross ~~have~~amount ~~not~~of ~~yet~~$175,000 ~~become vested will automatically become~~as ~~vested~~compensation ator ~~the~~reimbursement ~~time~~for ofall ~~such event~~moving, iftemporary asliving, oftransition ~~the~~and ~~date~~relocation ofexpenses ~~such~~and ~~event, Mr.~~(ii) ~~Holcombe~~signing isbonus ~~employed~~payment byin the ~~Company~~gross ~~and~~amount of $175,000, in ~~the~~each ~~event~~case ~~that~~subject ~~Mr. Holcombe’s~~to ~~employment~~a isreimbursement ~~terminated~~provision ~~without~~if ~~cause or~~ Mr. ~~Holcombe~~Hitchcock voluntarily resigns ~~with~~without good reason ~~within~~. ~~180~~In ~~days~~addition, ~~prior to~~ the ~~date~~Company ofshall ~~such~~reimburse ~~event,~~Mr. Hitchcock ~~all~~for ~~options~~independent ~~and~~legal ~~shares~~review of ~~restricted~~his ~~stock~~employment ~~that~~agreement ~~have~~up ~~not~~to ~~yet~~a ~~become~~maximum ~~vested will automatically become vested at the time~~ of ~~such event~~$10,000.

In ~~his~~addition, ~~employment~~Mr. Hitchcock ~~agreement~~will be eligible for grants under the Syniverse Holdings, Inc. 2006 Long-Term Equity Incentive Plan (the “Plan”). Under the Plan, Mr. ~~Holcombe~~Hitchcock ~~agrees~~will be granted nonqualified options to ~~limitations~~purchase on40,000 ~~his~~shares ~~ability~~of common stock annually, resulting in grants of options to ~~disclose~~purchase ~~any~~a total of ~~our~~200,000 ~~confidential~~shares ~~information,~~of ~~and~~common ~~acknowledges~~stock. ~~that~~The ~~all~~options ~~inventions~~will ~~relating~~be toissued ~~his~~in ~~employment~~five ~~belong~~equal toannual ~~us.~~installments, so long as Mr. ~~Holcombe~~Hitchcock ~~also~~remains ~~agrees~~in ~~not~~the toemploy ~~compete~~of ~~with~~the usCompany ~~anywhere~~on each installment date and each option will vest in three equal annual installments. The per share exercise price of the ~~world~~options orshall tobe ~~solicit~~the closing price of our ~~employees~~common ~~for~~stock ~~either~~on the ~~period~~date ~~during~~of ~~which~~issue, hein ~~receives severance~~this case, ifthe heEffective isDate. ~~terminated~~In ~~without~~addition, ~~cause~~Mr. Hitchcock orshall ifbe hegranted ~~resigns~~a ~~for~~one-time ~~good~~restricted ~~reason~~stock award of 60,000 orshares ~~for~~of ~~two~~common ~~years~~stock which ~~after~~will ~~his~~vest ~~termination~~in five equal annual installments, ifsubject heto ~~resigns~~Mr. Hitchcock’s ~~without~~continued ~~good~~employment ~~reason~~with orthe ifCompany weon ~~terminate~~the ~~his~~relevant ~~employment~~vesting ~~for~~dates. ~~cause~~Such awards will be granted on the Effective Date.

~~The~~In ~~Employment~~his ~~Agreement~~employment isagreement, ~~attached~~Mr. Hitchcock ~~hereto~~agrees asto ~~Exhibit~~limitations ~~10.2~~on his ability to disclose any of our confidential information, and isacknowledges that ~~incorporated~~all ~~herein~~inventions byrelating ~~reference~~to his employment belong to us. ~~The foregoing~~Mr. Hitchcock ~~summary~~also ~~does~~agrees not ~~purport~~to compete with us anywhere in the world or to besolicit ~~complete~~our ~~and~~employees for the period during which he receives severance, if he is ~~qualified~~terminated inwithout ~~its~~cause or ~~entirety~~if byhe ~~reference~~resigns tofor ~~the~~good ~~Employment~~reason, ~~Agreement~~or for two years after his termination, if he resigns without good reason or if we terminate his employment for cause.

~~ITEM 5~~The Employment Agreement is attached hereto as Exhibit 10.021 and is incorporated herein by reference. ~~Departure~~The offoregoing ~~Directors~~summary ordoes ~~Principal~~not ~~Officers;~~purport ~~Election~~to ofbe ~~Directors;~~complete ~~Appointment~~and ofis ~~Principal~~qualified ~~Officers~~in its entirety by reference to the Employment Agreement.

Pursuant to the terms of the Amendment, as described above, G. Edward Evans tendered his resignation as the Company’s Chief Executive Officer effective January 9, 2006. Mr. Evans remains as Chairman of the Board of the Company, and he will continue to work for the Company pursuant to the terms of the Amendment. On January 6, 2006, the Compensation Committee of the Board of Directors of the Company, in accordance with the terms of the Employment Agreement, as described above, appointed Tony G. Holcombe as Chief Executive Officer of the Company, effective January 9, 2006. The material terms of Mr. Holcombe’s employment are described in Item 1.01 above and are incorporated herein by reference. A copy of the press release announcing Mr. Evans’ resignation and the appointment of Mr. Holcombe is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference in its entirety.

In addition, on January 9, 2006, Tony G. Holcombe tendered his resignation as a member of the Audit Committee and the Compensation Committee of the Company. On January 6, 2006, the Board of Directors of the Company appointed Robert J. Marino to fill the newly created vacancy on the Audit Committee and Jack Pearlstein to fill the newly created vacancy on the Compensation Committee.

Mr. Holcombe, who is 50 years of age, has previously served and continues to serve as a Board member of the Company since March 2003. From December 2003 to November 2005, Mr. Holcombe served in various executive positions at Web MD, including as President of its Emdeon Business Services (formerly known as WebMD Business Services) segment from December 2003 to October 2004 and as President of Web MD from October 2004 to November 2005. From September 2002 to December 2003 Mr. Holcombe was chief executive officer of Valutec Card Solutions. From May 1997 to September 2002, Mr. Holcombe served in various executive positions at Ceridian Corporation and its subsidiaries. From November 1999 to September 2002, Mr. Holcombe served as Executive Vice President of Ceridian Corporation. In addition, Mr. Holcombe held the following positions at subsidiaries of Ceridian Corporation including President of Ceridian Employer Employee Services from November 1999 to September 2002 and President of Comdata from May 1997 to November 1999. Prior to this, Mr. Holcombe was President and Chief Executive Officer of National Processing, Inc., which provides transaction-processing services and customized processing solutions, from October 1994 to March 1997. Mr. Holcombe serves on the board of directors of TALX Corporation and Valutec Card Solutions.

ITEM 9.01.

Financial Statements and Exhibits

Exhibit No.		Description
10.1		~~Amendment~~Employment ~~No. 2 to Amended and Restated Senior Management~~ Agreement, dated as of ~~January~~May 924, ~~2006~~2007, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc. and GDavid W. ~~Edward Evans~~Hitchcock.
10.2		Employment Agreement, dated as of January 9, 2006, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Tony G. Holcombe.
99.1		Press Release issued on May 24, 2007 by Syniverse Technologies, Inc.
99.1		Press Release issued on January 9, 2006 by Syniverse Technologies, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

Dated: ~~January~~ May 930, ~~2006~~2007

SYNIVERSE HOLDINGS, INC. (Registrant) /s/ ~~Raymond~~Robert LF. ~~Lawless Raymond L. Lawless Chief Financial Officer and Secretary SYNIVERSE TECHNOLOGIES~~Garcia, ~~INC~~Jr. ~~(Registrant)~~Robert ~~/s/ Raymond L~~F. ~~Lawless~~Garcia, ~~Raymond L~~Jr. ~~Lawless~~General ~~Chief Financial Officer and Secretary~~Counsel

SYNIVERSE TECHNOLOGIES, INC.

(Registrant)

/s/ Robert F. Garcia, Jr.

Robert F. Garcia, Jr.

General Counsel

EXHIBIT INDEX

Exhibit No.		Description
10.1*		~~Amendment~~Employment ~~No. 2 to Amended and Restated Senior Management~~ Agreement, dated as of ~~January~~May 924, ~~2006~~2007, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc. and GDavid W. ~~Edward Evans~~Hitchcock.
10.2*		Employment Agreement, dated as of January 9, 2006, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Tony G. Holcombe.
99.1*		Press Release issued on May 24, 2007 by Syniverse Technologies, Inc.
99.1*		Press Release issued on January 9, 2006 by Syniverse Technologies, Inc.

*	Filed herewith electronically.

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