UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 15, 2018

 

 

 

LOGO

T-MOBILE US, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

DELAWARE   1-33409   20-0836269

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

12920 SE 38th Street  
Bellevue, Washington   98006-1350
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (425) 378-4000

 

    

(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:

 

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 16, 2018, T-Mobile US, Inc. (the “Company”) filed a Certificate of Elimination of 5.50% Mandatory Convertible Preferred Stock, Series A, Par Value $0.00001 Per Share (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware to eliminate from the Company’s Fourth Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of 5.50% Mandatory Convertible Preferred Stock, Series A, Par Value $0.00001 Per Share (the “Certificate of Designations”), which Certificate of Designations was previously filed with the Secretary of State of the State of Delaware on December 12, 2014.

As previously disclosed, on December 15, 2017, all outstanding shares of the Company’s 5.50% Mandatory Convertible Preferred Stock, Series A (the “Preferred Stock”) automatically converted into shares of the Company’s common stock, and no shares of Preferred Stock remain outstanding.

The forgoing description of the Certificate of Elimination does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Elimination which is attached hereto as Exhibit 3.1.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit    Description
3.1    Certificate of Elimination of 5.50% Mandatory Convertible Preferred Stock, Series A, Par Value $0.00001 Per Share, dated February 15, 2018

SIGNATURES

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.

 

    T-MOBILE US, INC.
February 22, 2018       /s/ J. Braxton Carter
      J. Braxton Carter
      Executive Vice President and Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF ELIMINATION OF

5.50% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES A,

PAR VALUE $0.00001 PER SHARE,

OF

T-MOBILE US, INC.

T-Mobile US, Inc., a Delaware corporation (the “ Corporation ”), hereby certifies as follows:

1. That, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation (the “ Board ”), pursuant to authority conferred upon the Board by Article IV of the Fourth Amended and Restated Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time, the “ Certificate of Incorporation ”), appointed a pricing committee (the “ Pricing Committee ”) and authorized the Pricing Committee to create, designate, authorize and provide for the issuance of shares of a new series of the Corporation’s undesignated preferred stock, to be designated the “5.50% Mandatory Convertible Preferred Stock, Series A” (the “ Series A Convertible Preferred Stock ”), and to establish the number of shares to be included in such series, and to fix the powers, preferences and rights of the shares of such series and the qualifications, limitations and restrictions thereof. On December 9, 2014, the Pricing Committee adopted resolutions creating the Series A Convertible Preferred Stock and establishing that the designation and number of shares thereof, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, were as set forth in the Certificate of Incorporation and the Certificate of Designations of 5.50% Mandatory Convertible Preferred Stock, Series A, Par Value $0.00001 Per Share (the “ Certificate of Designations ”), which certificate was filed with the Secretary of State of the State of Delaware on December 12, 2014.

2. That no shares of Series A Convertible Preferred Stock are outstanding and no shares of Series A Convertible Preferred Stock will be issued subject to the Certificate of Designations.

3. That at a meeting of the Board held on February 15, 2018, the Board adopted the following recitals and resolutions:

WHEREAS, T-Mobile US, Inc., a Delaware corporation (the “ Company ”)’s Certificate of Designations (the “ Certificate of Designations ”) of 5.50% Mandatory Convertible Preferred Stock, Series A, Par Value $0.00001 Per Share (the “ Series A Convertible Preferred Stock ”) sets forth the designation and number of shares thereof, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions of the Series A Convertible Preferred Stock;

WHEREAS, pursuant to Section 14 of the Certificate of Designations, shares of Series A Convertible Preferred Stock that were duly converted in accordance with the terms of the Certificate of Designations or repurchased or otherwise acquired by the Company, shall revert to the status of authorized but unissued shares of the Company’s preferred stock, undesignated as to series and available for future issuance;

WHEREAS, all of the shares of Series A Convertible Preferred Stock were duly converted in accordance with the terms of the Certificate of Designations and no shares of Series A Convertible Preferred Stock currently remain outstanding and no shares of Series A Convertible Preferred Stock shall be issued in the future; and

WHEREAS, the Board deems it to be advisable and in the best interests of the Company and its stockholders that all matters set forth in the Certificate of Designations of the Series A Convertible Preferred Stock be eliminated from Fourth Amended and Restated Certificate of Incorporation of the Corporation (as amended, the “ Certificate of Incorporation ”).

NOW, THEREFORE, BE IT HEREBY RESOLVED, that as of the date hereof, no shares of Series A Convertible Preferred Stock are outstanding and no shares of Series A Convertible Preferred Stock will be issued subject to the Certificate of Designations.

RESOLVED FURTHER, that all matters set forth in the Certificate of Designations with respect to the Series A Convertible Preferred Stock be eliminated from the Certificate of Incorporation.

RESOLVED FURTHER, that the officers of the Company, and each acting singly, are hereby authorized, empowered and directed to file with the Secretary of State of the State of Delaware a Certificate of Elimination of 5.50% Mandatory Convertible Preferred Stock, Series A, Par Value $0.00001 Per Share, as such officer or officers shall deem necessary or advisable to carry out the purposes of this resolution.

4. That, accordingly, all matters set forth in the Certificate of Designations with respect to the Series A Convertible Preferred Stock are hereby eliminated from the Certificate of Incorporation.

[Signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by the undersigned, its authorized signatory, this 15 th day of February, 2018.

 

T-MOBILE US, INC.
By:   /s/ J. Braxton Carter
Name:   J. Braxton Carter
Title:   Executive Vice President and Chief Financial Officer