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): ~~December~~May 198, ~~2007~~2009

SYNIVERSE HOLDINGS, INC.

SYNIVERSE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32432

333-88168

30-0041666

06-1262301

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

8125 Highwoods Palm Way

Tampa, Florida 33647~~-1765~~

Telephone: (813) 637-5000

(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 ~~Soliciting~~5.02 ~~material~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~14a-12~~Certain ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~240.14a-12)~~Certain Officers; Compensatory Arrangements of Certain Officers

¨At ~~Pre-commencement~~the ~~communications~~2009 ~~pursuant~~Annual toMeeting ~~Rule~~of ~~14d-2~~Shareholders held on May 8, 2009, the shareholders of Syniverse Holdings, Inc. (bthe “Company”) ~~under~~approved the Syniverse ~~Exchange~~Holdings, ~~Act~~Inc. Amended and Restated 2006 Long-Term Equity Incentive Plan (17the ~~CFR~~“Amended ~~240~~and Restated 2006 Plan”).~~14d~~ A description of the material terms of the Amended and Restated 2006 Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-232432) as filed by the Company with the Securities and Exchange Commission (bthe “Commission”)) on April 7, 2009.

¨The ~~Pre-commencement~~Amended ~~communications~~and Restated 2006 Plan includes 3,000,000 additional shares of the Company’s common stock that may be granted thereunder, resulting in a total of 9,000,000 shares of Company’s common stock reserved and available for issuance pursuant to ~~Rule~~awards ~~13e-4~~granted (cor to be granted) under the ~~Exchange~~Amended ~~Act~~and ~~(17~~Restated ~~CFR~~2006 ~~240~~Plan.~~13e-4(c))~~

~~Item~~Pursuant ~~2.01~~to ~~Completion~~General ofInstruction ~~Acquisition~~F orto ~~Disposition~~the Commission’s Current Report on Form 8-K, a copy of ~~Assets~~the Amended and Restated 2006 Plan is filed as Exhibit 99.1 to this Report, and the Amended and Restated 2006 Plan is incorporated into this Item 5.02 by this reference.

OnItem ~~December 19, 2007, Syniverse Holdings, Inc~~9.01 ~~(“Syniverse”)~~Financial ~~announced~~Statements ~~the completion of its acquisition of the wireless services business of Billing Services Group Limited (“BSG”) pursuant to a Share Purchase Agreement, dated April 1, 2007, by~~ and among Syniverse Technologies, Inc., its wholly owned subsidiary, Highwoods Corporation and BSG (the “Purchase Agreement”). Under the Purchase Agreement, Syniverse acquired all of the outstanding share capital of Billing Services Group Luxembourg S. à r.l. and Billing Services Group Asia Limited from BSG for an aggregate purchase price of $290 million in cash (which includes debt refinanced at closing). The acquisition was funded through the draw down of Syniverse’s amended and restated credit facility completed in August 2007. Included in the facility was a delayed draw term loan of $160 million in aggregate principal amount and a Euro-denominated delayed draw term loan facility of the equivalent of $130 million intended to finance this acquisition. Exhibits

The information set forth in Item 1.01 “Entry into a Material Definitive Agreement” in the Current Report on Form 8-K filed April 2, 2007 is incorporated in this Item 2.01 by reference.


Exhibit No.		Description

99.1		Syniverse Holdings, Inc. Amended and Restated 2006 Long-Term Equity Incentive Plan.

APursuant ~~copy~~to the requirements of the ~~press~~Securities ~~release~~Exchange isAct ~~furnished~~of ~~with~~1934, ~~this~~the ~~Current~~registrants ~~Report~~have ascaused ~~Exhibit~~this ~~99.1~~Report ~~and~~to isbe signed ~~incorporated~~on ~~herein~~their behalf by ~~reference~~the undersigned thereunto duly authorized.

~~Item~~Dated: ~~9.01.~~May 12, ~~Financial~~2009 ~~Statements and Exhibits.~~

SYNIVERSE HOLDINGS, INC. (aRegistrant) ~~Financial~~By: ~~Statements~~/s/ ~~of Business~~David toW. beHitchcock ~~Acquired~~David W. Hitchcock Chief Financial Officer

~~The~~SYNIVERSE ~~Registrant~~TECHNOLOGIES, ~~will~~INC. ~~amend~~(Registrant) ~~this~~By: ~~Current~~/s/ ~~Report~~David onW. ~~Form~~Hitchcock ~~8-K~~David ~~to include the required financial statements within the time permitted by Item 9~~W.~~01(a)(4)~~ ofHitchcock ~~Form~~Chief ~~8-K.~~Financial Officer

~~(b)~~-2- ~~Pro Forma Financial Information~~

The Registrant will amend this Current Report on Form 8-K to include the required pro forma financial information within the time permitted by Item 9.01(b)(2) of Form 8-K.

Exhibit No.		Description
99.1		Press Release dated December 19, 2007

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: December 19, 2007

SYNIVERSE HOLDINGS, INC (Registrant) By: /s/ David W. Hitchcock Name: David W. Hitchcock Title: Chief Financial Officer SYNIVERSE TECHNOLOGIES, INC (Registrant) By: /s/ David W. Hitchcock Name: David W. Hitchcock Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated December 19, 2007

Filed herewith electronically.

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