DELAWARE (State or Other Jurisdiction of Incorporation) |
0-50869 (Commission File Number) |
20-0836269 (I.R.S. Employer Identification No.) |
8144 Walnut Hill Lane, Suite 800 Dallas, Texas (Address of Principal Executive Offices) |
75231 (Zip Code) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| An amendment to the Stockholders Agreement (the Amendment), which (1) defines the rights of the Stockholders and holders of stock options to participate as selling stockholders in the Offering and (2) clarifies the limitations on sale or distribution by the Stockholders during the 180 day period following the Offering; and |
| An amendment and restatement of the Stockholders Agreement, as amended by the Amendment (the Registration Rights Agreement), which (1) removes certain provisions of the Stockholders Agreement that terminate automatically upon consummation of a Qualifying Public Offering and (2) renames the Stockholders Agreement as a Registration Rights Agreement, such amendment and restatement to become effective upon the consummation of the Offering. |
EXHIBIT | ||||
NUMBER | DESCRIPTION | |||
10.1
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| First Amendment, dated as of March 22, 2007, to Second Amended and Restated Stockholders Agreement, dated as of August 30, 2005, among the Company and the Stockholders party thereto | ||
10.2
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| Form of Registration Rights Agreement to become effective upon the closing of the Offering |
METROPCS COMMUNICATIONS, INC. |
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Date: March 27, 2007 | By: | /s/ J. Braxton Carter | ||
J. Braxton Carter | ||||
Senior Vice President and CFO | ||||