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As filed with the Securities and Exchange Commission on November 27, 2009
Registration No. 333-160016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT NO. 333-160016
UNDER THE SECURITIES ACT OF 1933
Virgin Mobile USA, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
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20-8826316
(I.R.S. Employer
Identification No.) |
10 Independence Boulevard
Warren, NJ 07059
(Address of Principal Executive Offices)
Virgin Mobile USA, Inc. 2007 Omnibus Incentive Compensation Plan
(Full title of the Plan)
c/o Charles R. Wunsch, Esq.
General Counsel and Corporate Secretary
Sprint Nextel Corporation
6200 Sprint Parkway
Overland Park, Kansas 66251
(Name and address of agent for service)
(913) 794-1496
(Telephone number, including area code, of agent for service)
With copies to:
Adam M. Freiman
King & Spalding LLP
1185 Avenue of the Americas
New York, NY 10036-4003
(212) 556-2100
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.
(Check one):
Large accelerated filer o |
Accelerated filer þ |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Amendment) relates to the following Registration
Statement on Form S-8 (note that the share number listed does not take into account corporate
actions, such as stock splits, taken in the interim): Registration Statement 333-160016 (the
Registration Statement), registering 5,000,000 shares of Class A common stock, par value $0.01
per share (the Common Stock), of Virgin Mobile USA, Inc. (the Company) for the Companys 2007
Omnibus Incentive Compensation Plan.
On November 24, 2009, the Company completed its merger (the Merger) with Sprint Mozart, Inc.
(Merger Sub), a wholly owned subsidiary of Sprint Nextel Corporation (Sprint Nextel), whereby
Merger Sub merged with and into the Company with the Company continuing as the surviving
corporation in the Merger as a wholly owned subsidiary of Sprint Nextel. The Merger was effected
pursuant to an Agreement and Plan of Merger, dated as of July 27, 2009, among the Company, Sprint
Nextel and Merger Sub.
As a result of the Merger, the Company has terminated any offering of the Companys securities
pursuant to the Registration Statement. In accordance with an undertaking made by the Company in
Part II of the Registration Statement to remove from registration, by means of a post-effective
amendment, any of the securities that had been registered for issuance that remain unsold at the
termination of the offering, the Company hereby removes from registration all of such securities of
the Company registered but remaining unsold under the Registration Statement, if any.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warren, State of
New Jersey, on November 27, 2009.
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VIRGIN MOBILE USA, INC.
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By: |
/s/ Daniel H. Schulman
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Name: |
Daniel H. Schulman |
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Title: |
President |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Daniel H. Schulman
Daniel H. Schulman
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President
(Principal Executive Officer)
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November 27, 2009 |
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/s/ John D. Feehan, Jr.
John D. Feehan, Jr.
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Vice President
(Principal Financial Officer)
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November 27, 2009 |
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/s/ John D. Feehan, Jr.
John D. Feehan, Jr.
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Vice President
(Principal Accounting Officer)
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November 27, 2009 |
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/s/ Scott W. Andreasen
Scott W. Andreasen
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Director
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November 27, 2009 |
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/s/ Timothy P. OGrady
Timothy P. OGrady
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Director
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November 27, 2009 |
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Director |
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