UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 720, 2013

Starburst II, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

333-186448

46-1170005

(State of Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

11501 Outlook Street 4th Floor

Overland Park, Kansas 66211

(Address of Principal Executive Offices, Including Zip Code)

(617) 928-9300

(Registrant’s Telephone Number, Including Area Code)

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:

¨x 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 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On June 720, 2013, ~~Starburst~~Sprint ~~II,~~Nextel ~~Inc.~~Corporation (~~the~~ “~~Company~~Sprint”) ~~designated Admiral~~and ~~Michael~~Clearwire G.Corporation ~~Mullen, USN~~ (~~ret.~~“Clearwire”), ~~66,~~announced tothat ~~the~~they ~~board~~had ofagreed ~~directors~~to ofamend ~~the~~their ~~Company~~merger ~~(the~~agreement ~~“Board”),~~providing ~~conditioned~~for on the acquisition ~~closing~~by Sprint of the ~~merger~~approximately of50 ~~Starburst III,~~percent ~~Inc.,~~stake ain ~~wholly~~Clearwire ~~owned~~that ~~subsidiary~~it ofdoes ~~the~~not ~~Company,~~currently ~~with~~own. ~~and~~Sprint ~~into~~also ~~Sprint~~announced ~~Nextel Corporation~~that ~~(“Sprint”),~~it ~~with~~had ~~Sprint~~entered ~~surviving~~into ~~the~~voting ~~merger~~and assale aagreements ~~wholly~~with ~~owned~~a ~~subsidiary~~group of ~~the~~significant ~~Company~~Clearwire ~~(the~~stockholders ~~“Merger”).~~pursuant ~~Admiral~~to ~~Mullen~~which such ~~served~~stockholders asagreed ~~the~~to ~~17th~~vote ~~Chairman~~their ofshares ~~the~~in ~~Joint~~support ~~Chiefs~~ of ~~Staff~~the ~~from~~transaction, ~~October~~and ~~2007~~pursuant ~~until~~to ~~his~~which ~~retirement in~~Sprint ~~September~~and ~~2011.~~such ~~Previously,~~stockholders ~~Admiral~~agreed ~~Mullen~~to ~~served~~certain asstock ~~the~~purchase ~~28th~~arrangements ~~Chief~~triggered ofupon ~~Naval~~any ~~Operations~~termination ~~(“CNO”)~~of ~~from~~the ~~July~~merger ~~2005 to 2007~~agreement. ~~CNO~~As ~~was~~part ~~one~~ of ~~four~~these agreements, ~~different~~Sprint ~~four-star~~and ~~assignments~~such ~~Admiral~~stockholders ~~Mullen~~also ~~held,~~entered ~~which~~into ~~also~~mutual ~~included~~releases ~~Commander,~~in ~~U.S.~~favor ~~Naval Forces~~of ~~Europe~~each ~~and~~other ~~Commander,~~relating ~~Allied~~to ~~Joint~~the ~~Force~~transaction. ~~Command~~Starburst II, ~~and~~Inc. (the ~~32nd~~“Company”) ~~Vice~~agreed ~~Chief~~to ofbecome ~~Naval~~a ~~Operations.~~party ~~Admiral~~to ~~Mullen~~these ~~serves~~agreements onfor the ~~board~~limited purpose of joining ~~directors~~in ofproviding ~~General~~to ~~Motors~~such stockholders, and ~~since~~receiving ~~2012,~~the hebenefit ~~has~~from ~~served~~such asstockholders ~~President~~ of, ~~MGM~~these ~~Consulting~~releases. ~~LLC~~A ~~and~~copy isof the ~~Charles~~ ~~and~~joint ~~Marie~~press ~~Robertson~~release ~~Visiting~~of ~~Professor~~Sprint atand ~~the~~Clearwire ~~Woodrow~~announcing ~~Wilson~~these ~~School~~arrangements ofis ~~Public~~attached ~~and~~hereto ~~International~~as ~~Affairs~~Exhibit at99.1 ~~Princeton~~and ~~University~~is incorporated herein by reference.

~~Admiral~~Cautionary ~~Mullen~~Statement ~~will~~Regarding ~~serve~~Forward onLooking the Board as the “Security Director” under that certain National Security Agreement, between the Company, SoftBank Corp. and certain U.S. government parties, as amended from time to time (the “National Security Agreement”). Other than the National Security Agreement, there are no arrangements or understandings between Admiral Mullen and any other person pursuant to which he was appointed as a director of the Company. The Company expects that Admiral Mullen will initially receive compensation applicable to the outside directors of Sprint, as disclosed in Sprint’s Annual Report on Form 10-K for the year ended December 31, 2012. Admiral Mullen is not a party to any transaction with the Company (or Sprint) that would require disclosure under Item 404(a) of Regulation S-K. Upon the closing of the Merger and the appointment of Admiral Mullen to the Board, Admiral Mullen will serve on the compensation committee of the Board. Statements

This document includes “forward-looking statements” within the meaning of the securities laws. The words “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan,” “providing guidance” and similar expressions are intended to identify information that is not historical in nature.

This document contains forward-looking statements relating to the proposed transactions between Sprint Nextel Corporation (“Sprint”) and SoftBank Corp. (“SoftBank”) and its group companies, including Starburst II, Inc. (“Starburst II”), and the proposed acquisition by Sprint of Clearwire Corporation (“Clearwire”). All statements, other than historical facts, including, but not limited to: statements regarding the expected timing of the closing of the transactions; the ability of the parties to complete the transactions considering the various closing conditions; the expected benefits of the transactions such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of SoftBank or Sprint; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that (1) there may be a material adverse change of SoftBank; (2) the proposed financing may involve unexpected costs, liabilities or delays or may not be completed on terms acceptable to SoftBank, if at all; and (3) other factors as detailed from time to time in Sprint’s, Starburst II’s and Clearwire’s filings with the Securities and Exchange Commission (“SEC”), including Sprint’s and Clearwire’s Annual Reports on Form 10-K for the year ended December 31, 2012 and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013, and other factors that are set forth in the proxy statement/prospectus contained in Starburst II’s Registration Statement on Form S-4, which was declared effective by the SEC on May 1, 2013 and in other materials that will be filed by Sprint, Starburst II and Clearwire in connection with the transactions, which will be available on the SEC’s web site (www.sec.gov). There can be no assurance that the transactions will be completed, or if completed, that such transactions will close within the anticipated time period or that the expected benefits of such transactions will be realized.

All forward-looking statements contained in this document and the documents referenced herein are made only as of the date of the document in which they are contained, and none of Sprint, SoftBank or Starburst II undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

Exhibit 99.1		Press Release dated June 20, 2013.

SIGNATURE

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.

Date: June 13, 2013	Starburst II, Inc.
Date: June 20, 2013		Starburst II, Inc.
	~~By:~~	~~/s/ Ronald D. Fisher~~By:	/s/ Steven J. Murray
		Ronald D. Fisher
			Steven J. Murray
		President
			Treasurer and Secretary

EXHIBIT INDEX


Exhibit No.		Description

Exhibit 99.1		Press release dated June 20, 2013

Filing Compare · Starburst II, Inc.