UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163902
Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-163903
Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-172522
Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-178329
Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-183273
Clearwire Corporation
(Exact name of registrant as specified in its charter)
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DELAWARE
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56-2408571
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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6200 Sprint Parkway
Overland Park, Kansas 66251
(855) 848-3280
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Charles R. Wunsch
Senior Vice President and General Counsel
Sprint Nextel Corporation
6200 Sprint Parkway
Overland Park, Kansas 66251
(855) 848-3280
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please address a copy of all communications to:
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Thomas H. Kennedy
Jeremy D. London
Skadden, Arps, Slate, Meagher & Flom
LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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Michael J. Egan
King & Spalding
1180 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 572-4600
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Approximate date of commencement of proposed sale to the public:
Not Applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box:
¨
If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
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If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
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If this Form is a registration statement pursuant to
General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box.
x
If this Form is a post-effective amendment to a
registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the registration statements set forth below (collectively, the Registration
Statements), filed by Clearwire Corporation, a Delaware corporation (the Registrant), with the Securities and Exchange Commission on the dates set forth below, and are filed to deregister all securities that were previously
registered thereunder and that have not been sold or otherwise issued as of the date of hereof:
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Registration Statement on Form S-3 (No. 333-183273), filed on August 13, 2012, which registered 4,819,278 shares of the Registrants Class A
common stock, par value $0.0001 per share;
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Registration Statement on Form S-3 (No. 333-178329), filed on December 5, 2011, which registered the Registrants Class A common stock, par
value $0.0001 per share;
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Registration Statement on Form S-3 (No. 333-172522), filed on February 28, 2011, which registered 108,843,261 shares of the Registrants Class A
common stock, par value $0.0001 per share;
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Registration Statement on Form S-3 (No. 333-163903), filed on December 21, 2009, which registered 836,240,261 shares of the Registrants Class A
common stock, par value $0.0001 per share;
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Registration Statement on Form S-3 (No. 333-163902), filed on December 21, 2009, which registered 93,903,300 shares of the Registrants Class A
common stock, par value $0.0001 per share, and 216,566,652 Rights to purchase shares of the Registrants Class A Common Stock, par value $0.0001 per share.
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Pursuant to the Agreement and Plan of Merger, dated as of December 17, 2012, as amended on April 18, 2013, May 21, 2013 and June 20, 2013
(the Merger Agreement), by and among the Registrant, Sprint Nextel Corporation, a Kansas corporation (Sprint), and Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint (Merger
Sub), on July 9, 2013, Merger Sub was merged with and into the Registrant, with the Registrant continuing as the surviving corporation and a wholly owned subsidiary of Sprint (the Merger). As a result of the Merger, all offers and
sales of the Registrants securities registered pursuant to the Registration Statements have been terminated.
In
connection with the Merger Agreement and the Merger, and in accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities registered under the
Registration Statements that remain unsold at the termination of the offering, the Registrant hereby removes from registration any and all securities registered but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bellevue, State of Washington, on this 9
th
day of July, 2013.
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Clearwire Corporation
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By:
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/s/ Hope F. Cochran
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Name: Hope Cochran
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Title: Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to
the Registration Statement has been signed by the following persons in the capacities indicated on July 9, 2013.
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Signature
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Title
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/s/ Charles R. Wunsch
Name: Charles R. Wunsch
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Director
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/s/ Stefan K. Schnopp
Name: Stefan K. Schnopp
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Director
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/s/ Timothy P. OGrady
Name: Timothy P. OGrady
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Director
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/s/ Steve Elfman
Name: Steve Elfman
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President
(Principal Executive
Officer)
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/s/ Hope Cochran
Name: Hope Cochran
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Chief Financial Officer
(Principal Financial Officer)
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/s/ Steve Ednie
Name: Steve Ednie
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Chief Accounting Officer
(Principal Accounting Officer)
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