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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 28, 2007
SunCom Wireless Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-15325 23-2974475
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
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(Address of principal executive offices, including zip code)
(610) 651-5900
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(Registrant's telephone number, including area code)
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(Former name or 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 (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))
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ITEM 8.01 Other Events.
In connection with the submission by SunCom Wireless Holdings, Inc.
(the "Company") of its Section 303A Annual Written Affirmation to the New York
Stock Exchange (the "NYSE"), at the NYSE's request, the Company is filing this
Current Report on Form 8-K to set forth the various corporate governance
matters required to be disclosed by Section 303A of the NYSE Listed Company
Manual (the "Manual"). The NYSE has advised the Company that the disclosures
set forth in this Current Report on Form 8-K will satisfy the requirements of
Section 303A of the Manual.
Director Independence
As required by Section 303A.01 of the Manual, the Company's Board of
Directors (the "Board") has a majority of independent directors. As required by
Section 303A.02 of the Manual, the Board has affirmatively determined that the
following directors are independent under Section 303A.02 of the Manual: Scott
I. Anderson, Niles K. Chura, Patrick H. Daugherty, Jerry V. Elliott, ,
G. Edward Evans, Karim Samii, and Joseph Thornton. In addition, as further
required by Section 303A.02 of the Manual, the Board examined relevant facts
and circumstances of transactions and relationships between the Company or its
management and directors or their affiliates and among directors and their
affiliates. The Board also considered shares beneficially owned by each of the
directors although the Board generally believes that stock ownership tends to
further align a director's interest with those of the Company's other
stockholders. The purpose of this review was to determine whether any such
transactions or relationships were inconsistent with a determination that the
director is independent. Based on this review, the Board has affirmatively
determined that, other than in respect of their positions as directors, no
material relationship exists between the Company and any independent director.
Executive Sessions of Non-Management Directors
As required by Section 303A.03 of the Manual, the Company's
non-management directors hold regularly scheduled executive sessions without
management present. The Company's independent directors also meet at regularly
scheduled sessions, without the participation of directors who do not qualify
as independent directors. Any interested party may communicate with the Board
and its committees. The Board has established the following system to receive,
track and respond to communications from interested parties addressed to the
Board, its committees and its members. Any interested party may address his or
her communication to the Board, the independent directors, a committee of the
Board or an individual Board member by sending a communication addressed to the
recipient group or individual, care of SunCom Wireless Holdings, Inc. Corporate
Secretary, 1100 Cassatt Road, Berwyn, Pennsylvania 19312. Depending on the
subject matter of the communication, it may be forwarded to the director(s) to
whom it is addressed, handled directly by management, or not forwarded if it is
primarily commercial in nature, if it relates to an improper or irrelevant
topics or if it requires investigation to verify its content. Communications
regarding accounting, internal controls over financial reporting or auditing
matters will be delivered to and reviewed by the Audit Committee.
In addition, interested parties who prefer to send communications to
the Board and its committees via e-mail can send the communication to
bod@suncom.com. In addition to the Corporate Secretary, each board member has
access to this e-mail address to review communications sent by interested
parties of the Company.
Committees of the Board of Directors
The Board has a standing Audit Committee, Nominating/Corporate
Governance Committee, and Compensation Committee. The Board has adopted a
written charter for each of these committees. Each member of the Audit
Committee meets the independence requirements of Section 303A.02 of the Manual
and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. In
addition, the Board has determined that each member of the Audit Committee is
an "audit committee financial expert" as defined in the rules of the Securities
and Exchange Commission. Each member of the Nominating/Corporate Governance
Committee and the Compensation Committee meets the independence requirements
of Section 303A.02 of the Manual.
Certification Requirements
On each of June 2, 2006 and December 28, 2007, the Company submitted
its annual Chief Executive Officer certification to the NYSE regarding the
Company's compliance as of such date with the NYSE corporate governance listing
standards without qualification. In addition, as an exhibit to the Annual
Report on Form 10-K for the year ended December 31, 2006, the Company filed the
certifications of its Chief Executive Officer and Chief Financial Officer
required under Section 302 of the Sarbanes-Oxley Act of 2002 with respect to
the quality of the Company's public disclosure.
Availability of Corporate Governance Documents
The Company has a Professional and Business Code of Conduct, which
covers all directors, officers and employees. A copy of this code of conduct
is available on the Company's website, at www.suncomwireless.net, or a printed
copy can be obtained by writing to SunCom Wireless Holdings, Inc., Corporate
Secretary, 1100 Cassatt Road, Berwyn, Pennsylvania 19312.
The Company has also adopted a Code of Ethics for Senior Financial
Officers, which applies to our Chief Executive Officer, our Chief Financial
Officer and our Principal Accounting Officer and Controller. A copy of this
code of ethics is available on the Company's website, at
www.suncomwireless.net, or a printed copy can be obtained by writing to SunCom
Wireless Holdings, Inc., Corporate Secretary, 1100 Cassatt Road, Berwyn,
Pennsylvania 19312. Any amendments to this code of ethics, as well as any
waivers that are required to be disclosed under the rules of the Securities
and Exchange Commission will be posted on the Company's website.
The Board has adopted Corporate Governance Guidelines that cover areas
such as director responsibilities and qualifications, management succession
and Board committees. A copy of our Corporate Governance Guidelines is
available on the Company's website, at www.suncomwireless.net, or a printed
copy can be obtained by writing to SunCom Wireless Holdings, Inc., Corporate
Secretary, 1100 Cassatt Road, Berwyn, Pennsylvania 19312. Any amendments to
the corporate governance guidelines, as well as any waivers that are required
to be disclosed under the rules of the Securities and Exchange Commission,
will be posted on the Company's website.
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 thereunto duly authorized.
SUNCOM WIRELESS HOLDINGS, INC.
Dated: December 28, 2007 By: /s/ Eric Haskell
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Eric Haskell
Executive Vice President and
Chief Financial Officer